[Federal Register Volume 85, Number 245 (Monday, December 21, 2020)]
[Notices]
[Pages 83129-83135]
[FR Doc No: 2020-28013]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90665; File No. SR-NYSEArca-2020-104]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To List and Trade Shares of the Stance Equity
ESG Large Cap Core ETF Under NYSE Arca Rule 8.601-E

December 15, 2020.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on November 30, 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, II,
and III below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following
under NYSE Arca Rule 8.601-E: Stance Equity ESG Large Cap Core ETF. The
proposed 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 has adopted NYSE Arca Rule 8.601-E for the purpose of
permitting the listing and trading, or trading pursuant to unlisted
trading privileges (``UTP''), of Active Proxy Portfolio Shares, which
are securities issued by an actively managed open-end investment
management company.\4\ Commentary .01 to Rule 8.601-E requires the
Exchange to file separate proposals under Section 19(b) of the Act
before listing and trading any series of Active Proxy Portfolio Shares
on the Exchange. Therefore, the Exchange is submitting this proposal in
order to list and trade shares (``Shares'') of Active Proxy Portfolio
Shares of the Stance Equity ESG Large Cap Core ETF (the ``Fund'') under
Rule 8.601-E.
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    \4\ See Securities Exchange Act Release No. 89185 (June 29,
2020), 85 FR 40328 (July 3, 2020) (SR-NYSEArca-2019-95). Rule 8.601-
E(c)(1) provides that ``[t]he term ``Active Proxy Portfolio Share''
means a security that (a) is issued by a 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
specified minimum number of shares, or multiples thereof, in return
for a deposit by the purchaser of the Proxy Portfolio and/or cash
with a value equal to the next determined net asset value (``NAV'');
(c) when aggregated in the same specified minimum number of Active
Proxy Portfolio Shares, or multiples thereof, may be redeemed at a
holder's request in return for the Proxy Portfolio and/or cash to
the holder by the issuer with a value equal to the next determined
NAV; and (d) the portfolio holdings for which are disclosed within
at least 60 days following the end of every fiscal quarter.'' Rule
8.601-E(c)(2) provides that ``[t]he term ``Actual Portfolio'' means
the identities and quantities of the securities and other assets
held by the Investment Company that shall form the basis for the
Investment Company's calculation of NAV at the end of the business
day.'' Rule 8.601-E(c)(3) provides that ``[t]he term ``Proxy
Portfolio'' means a specified portfolio of securities, other
financial instruments and/or cash designed to track closely the
daily performance of the Actual Portfolio of a series of Active
Proxy Portfolio Shares as provided in the exemptive relief pursuant
to the Investment Company Act of 1940 applicable to such series.''
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Key Features of Active Proxy Portfolio Shares
    While funds issuing Active Proxy Portfolio Shares will be actively-
managed and, to that extent, will be similar to Managed Fund Shares,
Active Proxy Portfolio Shares differ from Managed Fund Shares in the
following important respects. First, in contrast to Managed Fund
Shares, which are actively-managed funds listed and traded under NYSE
Arca Rule 8.600-E \5\ and for which a ``Disclosed Portfolio'' is
required to be disseminated at least once daily,\6\ the portfolio for
an issue of Active Proxy Portfolio Shares will be publicly disclosed
within at least 60 days following the end of every fiscal quarter in
accordance with normal disclosure requirements otherwise applicable to
open-end management investment companies registered under the
Investment Company Act of 1940 (the ``1940 Act'').\7\ The composition
of

the portfolio of an issue of Active Proxy Portfolio Shares would not be
available at commencement of Exchange listing and trading. Second, in
connection with the creation and redemption of Active Proxy Portfolio
Shares, such creation or redemption may be exchanged for a Proxy
Portfolio with a value equal to the next-determined NAV. A series of
Active Proxy Portfolio Shares will disclose the Proxy Portfolio on a
daily basis, which, as described above, is designed to track closely
the daily performance of the Actual Portfolio of a series of Active
Proxy Portfolio Shares, instead of the actual holdings of the
Investment Company, as provided by a series of Managed Fund Shares.
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    \5\ The Commission has previously approved listing and trading
on the Exchange of a number of issues of Managed Fund Shares under
NYSE Arca 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). The Commission also has approved a
proposed rule change relating to generic listing standards for
Managed Fund Shares. Securities Exchange Act Release No. 78397 (July
22, 2016), 81 FR 49320 (July 27, 2016 (SR-NYSEArca-2015-110)
(amending NYSE Arca Equities Rule 8.600 to adopt generic listing
standards for Managed Fund Shares).
    \6\ 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 Rule 8.600-E(d)(2)(B)(i) requires
that the Disclosed Portfolio will be disseminated at least once
daily and will be made available to all market participants at the
same time.
    \7\ A mutual fund is required to file with the Commission its
complete portfolio schedules for the second and fourth fiscal
quarters on Form N-CSR under the 1940 Act. Information reported on
Form N-PORT for the third month of a fund's fiscal quarter will be
made publicly available 60 days after the end of a fund's fiscal
quarter. 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 series of Active Proxy Portfolio Shares' Statement of Additional
Information (``SAI''), its Shareholder Reports, its Form N-CSR,
filed twice a year, and its Form N-CEN, filed annually. A series of
Active Proxy Portfolio Shares' SAI and Shareholder Reports will be
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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    The Shares of the Fund will be issued by The RBB Fund, Inc. (the
``Issuer''), a corporation organized under the laws of the State of
Maryland and registered with the Commission as an open-end management
investment company.\8\ Red Gate Advisers, LLC (the ``Adviser'') will be
the investment adviser to the Fund. Stance Capital, LLC and Vident
Investment Advisory, LLC will be the sub-advisers (the ``Sub-
Advisers'') for the Fund. U.S. Bank, N.A. will serve as the Fund's
custodian (the ``Custodian''). U.S. Bancorp Fund Services, LLC will
serve as the Fund's transfer agent (the ``Transfer Agent''). Herald
Investment Marketing, LLC will act as the distributor and principal
underwriter (the ``Distributor'') for the Fund.
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    \8\ The Issuer is registered under the 1940 Act. On November 23,
2020, the Issuer filed a registration statement on Form N-1A under
the Securities Act of 1933 (the ``1933 Act'') (15 U.S.C. 77a), and
under the 1940 Act relating to the Fund (File Nos. 033-20827 and
811-05518) (the ``Registration Statement''). The Issuer filed an
Application for an Order under Section 6(c) of the 1940 Act for
exemptions from various provisions of the 1940 Act and rules
thereunder (File No. 812-15165), dated September 28, 2020 (the
``Application''). The description of the operation of the Fund
herein is based, in part, on the Registration Statement and the
Application. The Exchange will not commence trading in Shares of the
Fund until the Commission has issued an order granting the
exemptions requested in the Application.
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    Commentary .04 to NYSE Arca Rule 8.601-E provides that, if the
investment adviser to the Investment Company issuing Active Proxy
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 affiliate, as applicable, with respect
to access to information concerning the composition and/or changes to
such Investment Company's Actual Portfolio and/or Proxy Portfolio. Any
person related to the investment adviser or Investment Company who
makes decisions pertaining to the Investment Company's Actual Portfolio
and/or Proxy Portfolio or has access to non-public information
regarding the Investment Company's Actual Portfolio and/or Proxy
Portfolio or changes thereto must be subject to procedures reasonably
designed to prevent the use and dissemination of material non-public
information regarding the Actual Portfolio and/or Proxy Portfolio or
changes thereto. Commentary .04 is similar to Commentary .03(a)(i) and
(iii) to NYSE Arca Rule 5.2-E(j)(3); however, Commentary .04, in
connection with the establishment of a ``fire wall'' between the
investment adviser and the broker-dealer, reflects the applicable open-
end fund's portfolio, not an underlying benchmark index, as is the case
with index-based funds.\9\ Commentary .04 is also similar to Commentary
.06 to Rule 8.600-E related to Managed Fund Shares, except that
Commentary .04 relates to establishment and maintenance of a ``fire
wall'' between the investment adviser and personnel of the broker-
dealer or broker-dealer affiliate, as applicable, applicable to an
Investment Company's Actual Portfolio and/or Proxy Portfolio or changes
thereto, and not just to the underlying portfolio, as is the case with
Managed Fund Shares.
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    \9\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, the Adviser and Sub-Advisers and their related
personnel will be subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violations, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
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    In addition, Commentary .05 to Rule 8.601-E provides that any
person or entity, including a custodian, Reporting Authority,
distributor, or administrator, who has access to non-public information
regarding the Investment Company's Actual Portfolio or the Proxy
Portfolio or changes thereto, must be subject to procedures reasonably
designed to prevent the use and dissemination of material non-public
information regarding the applicable Investment Company Actual
Portfolio or the Proxy Portfolio or changes thereto. 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 Actual Portfolio or Proxy Portfolio.
    The Adviser is not registered as a broker-dealer but is affiliated
with a broker-dealer. The Adviser has implemented and will maintain a
``fire wall'' with respect to such broker-dealer affiliate regarding
access to information concerning the composition of and/or changes to
the Fund's Actual Portfolio and/or Proxy Portfolio. The Sub-Advisers
are not registered as broker-dealers and are not affiliated with a
broker-dealer.
    In the event (a) the Adviser or Sub-Adviser(s) becomes registered
as a broker-dealer or becomes newly affiliated with a broker-dealer, or
(b) any new adviser or sub-adviser is a registered broker-dealer, or
becomes affiliated with a broker-dealer, it will implement and maintain
a ``fire wall'' with respect to its relevant personnel or its broker-
dealer affiliate regarding access to information concerning the
composition and/or changes to the Fund's Actual Portfolio and/or Proxy
Portfolio, and will be subject to procedures designed to prevent the
use and dissemination of material non-public information regarding the
Fund's Actual Portfolio and/or Proxy Portfolio or changes thereto. Any
person related to the Adviser, Sub-Adviser(s), or the Fund who makes
decisions pertaining to the Fund's Actual Portfolio or the Proxy
Portfolio or has access to non-public information regarding the Fund's
Actual Portfolio and/or the Proxy Portfolio or changes thereto are
subject to procedures reasonably designed to prevent the use and
dissemination of

material non-public information regarding the Fund's Actual Portfolio
and/or the Proxy Portfolio or changes thereto.
    In addition, any person or entity, including any service provider
for the Fund, who has access to non-public information regarding the
Fund's Actual Portfolio or the Proxy Portfolio or changes thereto, will
be subject to procedures reasonably designed to prevent the use and
dissemination of material non-public information regarding the Fund's
Actual Portfolio and/or the Proxy Portfolio or changes thereto.
Moreover, if any such person or entity is registered as a broker-dealer
or affiliated with a broker-dealer, such person or entity has erected
and will 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 the Fund's Actual Portfolio and/or Proxy
Portfolio.
Description of the Fund
    According to the Registration Statement, the Adviser will identify
its ``Portfolio Reference Basket'' \10\ for the Fund, which is designed
to closely track the daily performance of the Fund but is not the
Fund's Actual Portfolio. The Portfolio Reference Basket is comprised of
all of the names of the securities in the Actual Portfolio, and only
the securities that are in the Actual Portfolio (unless cash or cash
equivalents are included). The Portfolio Reference Basket will have a
minimum weightings overlap of 90% with the Actual Portfolio at the
beginning of each trading day. The Adviser will publish a new Portfolio
Reference Basket for the Fund before the commencement of trading of the
Fund's Shares on each ``Business Day,'' \11\ and the Adviser will not
make intra-day changes to the Portfolio Reference Basket except to
correct errors in the published Portfolio Reference Basket.
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    \10\ The ``Portfolio Reference Basket'' is the Proxy Portfolio
for purposes of Rule 8.601-E(c)(3).
    \11\ ``Business Day'' is defined to mean any day that the
Exchange is open, including any day when the Fund satisfies
redemption requests as required by Section 22(e) of the 1940 Act.
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    In addition, on each Business Day, before commencement of trading
of Shares, the Fund will publish the ``Guardrail Amount,'' which is the
maximum deviation between the weightings of the specific securities in
the Portfolio Reference Basket and the weightings of those specific
securities in the Actual Portfolio, as well as between the weighting of
the respective cash positions. The Guardrail Amount is designed to help
evaluate the risk of tracking error, which is the difference in the
performance of the Portfolio Reference Basket from the performance of
the Actual Portfolio.
Stance Equity ESG Large Cap Core ETF
    The Fund's holdings will conform to the permissible investments as
set forth in the Application, and the holdings will be consistent with
all requirements in the Application.\12\ Any foreign common stocks held
by the Fund will be traded on an exchange that is a member of the
Intermarket Surveillance Group (``ISG'') or with which the Exchange has
in place a comprehensive surveillance sharing agreement.
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    \12\ Pursuant to the Application, the permissible investments
for the Fund include only the following instruments: ETFs traded on
a U.S. exchange, exchange-traded notes (``ETNs'') traded on a U.S.
exchange, U.S. exchange-traded common stocks, U.S. exchange-traded
preferred stocks, U.S. exchange-traded American Depositary Receipts
(``ADRs''), U.S. exchange-traded real estate investment trusts, U.S.
exchange-traded commodity pools, U.S. exchange-traded metals trusts,
U.S. exchange-traded currency trusts, and U.S. exchange-traded
futures; common stocks listed on a foreign exchange that trade on
such exchange contemporaneously with the Fund's Shares; exchange-
traded futures that are traded on a U.S. futures exchange
contemporaneously with the Fund's Shares; and cash and cash
equivalents (which are short-term U.S. Treasury securities,
government money market funds, and repurchase agreements). The Fund
will not borrow for investment purposes, hold short positions, or
purchase any securities that are illiquid investments at the time of
purchase.
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    According to the Registration Statement, the Fund's investment
objective is to seek long-term capital appreciation. The Fund will
invest primarily in exchange-traded equity securities of U.S. large
capitalization issuers. The Fund will also seek to achieve its
investment objectives by investing mainly in companies that meet
environmental, social, and governance standards, as determined by
Stance Capital, LLC.
Investment Restrictions
    The Shares of the Fund will conform to the initial and continued
listing criteria under Rule 8.601-E. The Fund's holdings will be
limited to and consistent with permissible holdings as described in the
Application and all requirements in the Application.\13\
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    \13\ Id.
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    The Fund's investments, including derivatives, will be consistent
with its investment objective and will not be used to enhance leverage
(although certain derivatives and other investments may result in
leverage). That is, the Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or -3X)
of the Fund's primary broad-based securities benchmark index (as
defined in Form N-1A).\14\
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    \14\ The Fund's broad-based securities benchmark index will be
identified in a future amendment to its Registration Statement
following the Fund's first full calendar year of performance.
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Creations and Redemptions of Shares
    According to the Registration Statement, the Issuer will issue and
sell Shares of the Fund only in specified minimum size ``Creation
Units'' on a continuous basis through the Distributor at their NAV next
determined after receipt of an order, on any Business Day, in proper
form. The NAV of the Fund's Shares will be calculated each Business Day
as of the close of regular trading on the Exchange, ordinarily 4:00
p.m. Eastern Time (``E.T.'').
    According to the Registration Statement, Shares will be purchased
and redeemed in Creation Units and generally on an in-kind basis.
Accordingly, except where the purchase or redemption will include cash,
purchasers will be required to purchase Creation Units by making an in-
kind deposit of specified instruments (``Deposit Instruments''), and
shareholders redeeming their Shares will receive an in-kind transfer of
specified instruments (``Redemption Instruments''). The composition of
the instruments that constitute the Deposit Instruments and the
Redemption Instruments for the Fund (collectively, the ``Creation
Basket'') will be the same as the Fund's Portfolio Reference Basket,
except to the extent purchases and redemptions are made entirely or in
part on a cash basis.
    Creation Units of the Fund may be purchased and/or redeemed
entirely for cash. When full or partial cash purchases of Creation
Units are available or specified for the Fund, they will be effected in
essentially the same manner as in-kind purchases thereof. The Fund may
determine, upon receiving a purchase or redemption order from an
Authorized Participant, to have the purchase or redemption, as
applicable, be made entirely or in part in cash.\15\
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    \15\ The Adviser represents that, to the extent the Issuer
effects the creation or redemption of Shares in cash on any given
day, such transactions will be effected in the same manner for all
Authorized Participants placing trades with the Fund on that day.
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    If there is a difference between the NAV attributable to a Creation
Unit and the aggregate market value of the Creation Basket exchanged
for the Creation Unit, the party conveying instruments with the lower
value will also pay to the other an amount in cash equal to that
difference (the ``Cash Amount'').

    The Fund, through the National Securities Clearing Corporation
(``NSCC''), will make available on each Business Day, immediately prior
to the opening of business on the Exchange (9:30 a.m. E.T.), the names
and quantities of the instruments comprising the Creation Basket, as
well as the estimated Cash Amount (if any), 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. The Portfolio Reference Basket will be published each Business
Day regardless of whether the Fund decides to issue or redeem Creation
Units entirely or in part on a cash basis.
    All orders to purchase Creation Units must be placed with the
Distributor by or through an Authorized Participant, which is either:
(1) A ``participating party'' (i.e., a broker or other participant) in
the Continuous Net Settlement (``CNS'') System of the NSCC, a clearing
agency registered with the Commission and affiliated with the
Depository Trust Company (``DTC''), or (2) a DTC participant, which in
any case has executed a participant agreement with the Distributor and
the Transfer Agent.
    Orders to purchase or redeem Creation Units will be accepted until
the ``Cut-Off Time,'' generally 4:00 p.m. E.T. The date on which an
order to purchase or redeem Creation Units is received and accepted is
referred to as the ``Order Placement Date.'' All Creation Unit orders
must be received by the Distributor no later than the Cut-Off Time in
order to receive the NAV determined on the Order Placement Date. When
the Exchange closes earlier than normal, the Fund may require orders
for Creation Units to be placed earlier in the Business Day.
Availability of Information
    The Fund's website (https://www.stancecap.com/), which will be
publicly available prior to the public offering of Shares, will include
a form of the prospectus for the Fund that may be downloaded. The
Fund's website will include on a daily basis, per Share for the Fund,
the prior Business Day's NAV and the ``Closing Price'' or ``Bid/Ask
Price,'' \16\ and a calculation of the premium/discount of the Closing
Price or Bid/Ask Price against such NAV.\17\ The Adviser has
represented that the Fund's website will also provide: (1) Any other
information regarding premiums/discounts as may be required for other
ETFs under Rule 6c-11 under the 1940 Act, as amended, and (2) any
information regarding the bid/ask spread for the Fund as may be
required for other ETFs under Rule 6c-1 under the 1940 Act, as amended.
The Fund's website also will disclose the information required under
Rule 8.601-E(c)(3).\18\ The website and information will be publicly
available at no charge.
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    \16\ The records relating to Bid/Ask Prices will be retained by
the Fund or its service providers. The ``Bid/Ask Price'' is the
midpoint of the highest bid and lowest offer based upon the National
Best Bid and Offer as of the time of calculation of the Fund's NAV.
The ``National Best Bid and Offer'' is the current national best bid
and national best offer as disseminated by the Consolidated
Quotation System or UTP Plan Securities Information Processor. The
``Closing Price'' of Shares is the official closing price of the
Shares on the Exchange.
    \17\ The ``premium/discount'' refers to the premium or discount
to the NAV at the end of a trading day and will be calculated based
on the last Bid/Ask Price or the Closing Price on a given trading
day.
    \18\ See note 4, supra. Rule 8.601-E (c)(3) provides that the
website for each series of Active Proxy Portfolio Shares shall
disclose the information regarding the Proxy Portfolio as provided
in the exemptive relief pursuant to the 1940 Act applicable to such
series, including the following, to the extent applicable: (i)
Ticker symbol; (ii) CUSIP or other identifier; (iii) Description of
holding; (iv) Quantity of each security or other asset held; and (v)
Percentage weighting of the holding in the portfolio.
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    The Proxy Portfolio holdings for the Fund (including the identity
and quantity of investments in the Portfolio Reference Basket) will be
publicly available on the Fund's website before the commencement of
trading in Shares on each Business Day. The website will also include
information relating to the Guardrail Amount, as discussed above.
    Typical mutual fund-style annual, semi-annual and quarterly
disclosures contained in the Fund's Commission filings will be provided
on the Fund's website on a current basis.\19\ Thus, the Fund will
publish the portfolio contents of its Actual Portfolio on a periodic
basis, and no less than 60 days after the end of every fiscal quarter.
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    \19\ See note 7, supra.
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    Investors can also obtain the Fund's SAI, Shareholder Reports, Form
N-CSR, N-PORT, and Form N-CEN. The prospectus, SAI, and Shareholder
Reports are available free upon request from the Issuer, and those
documents and the Form N-CSR, N-PORT, and Form N-CEN may be viewed on-
screen or downloaded from the Commission's website. The Exchange also
notes that pursuant to the Application, the Fund must comply with
Regulation Fair Disclosure, which prohibits selective disclosure of any
material non-public information.
    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, ETFs, ETNs, U.S. exchange-traded common stocks, preferred
stocks, and ADRs will be available via the Consolidated Tape
Association (``CTA'') high-speed line or from the exchange on which
such securities trade. Price information for futures, foreign stocks,
and cash equivalents is available through major market data vendors.
Intraday pricing information for all constituents of the Portfolio
Reference Basket for the Fund that are exchange-traded, which includes
all eligible instruments except cash and cash equivalents, will be
available on the exchanges on which they are traded and through
subscription services. Intraday pricing information for cash
equivalents will be available through subscription services and/or
pricing services.
Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Fund.\20\ Trading in Shares of the Fund
will be halted if the circuit breaker parameters in NYSE Arca Rule
7.12-E have been reached. Trading also may be halted because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the Shares inadvisable. Trading in the Shares will be
subject to NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth
circumstances under which Shares of the Fund will be halted.
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    \20\ See NYSE Arca Rule 7.12-E.
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    Specifically, Rule 8.601-E(d)(2)(D) provides that the Exchange may
consider all relevant factors in exercising its discretion to halt
trading in a series of Active Proxy 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 Active Proxy 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 Proxy Portfolio and/or Actual Portfolio; or (b) whether
other unusual conditions or circumstances detrimental to the
maintenance of a fair and orderly market are present. If the Exchange
becomes aware that the NAV, Proxy Portfolio, or Actual Portfolio with

respect to a series of Active Proxy Portfolio Shares is not
disseminated to all market participants at the same time, the Exchange
shall halt trading in such series until such time as the NAV, Proxy
Portfolio, or Actual Portfolio is available to all market participants
at the same time.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace in all trading sessions in accordance with
NYSE Arca 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.
    The Shares will conform to the initial and continued listing
criteria under NYSE Arca Rule 8.601-E. The Exchange has appropriate
rules to facilitate trading in the Shares during all trading sessions.
    A minimum of 100,000 Shares for the Fund will be outstanding at the
commencement of trading on the Exchange. In addition, pursuant to Rule
8.601-E(d)(1)(B), the Exchange, prior to commencement of trading in the
Shares, will obtain a representation from the Adviser that the NAV per
Share of the Fund will be calculated daily and that the NAV, Proxy
Portfolio, and the Actual Portfolio for the Fund will be made available
to all market participants at the same time.
    With respect to Active Proxy Portfolio Shares, all of the Exchange
member obligations relating to product description and prospectus
delivery requirements will continue to apply in accordance with
Exchange rules and federal securities laws, and the Exchange and the
Financial Industry Regulatory Authority, Inc. (``FINRA'') will continue
to monitor Exchange members for compliance with such requirements.
Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances, administered by the Exchange, as
well as cross-market surveillances administered by FINRA on behalf of
the Exchange, which are designed to detect violations of Exchange rules
and applicable federal securities laws.\21\ The Exchange represents
that these procedures are adequate to properly monitor Exchange trading
of the Shares in all trading sessions and to deter and detect
violations of Exchange rules and federal securities laws applicable to
trading on the Exchange.
---------------------------------------------------------------------------

    \21\ FINRA conducts cross-market surveillances on behalf of the
Exchange pursuant to a regulatory services agreement. The Exchange
is responsible for FINRA's performance under this regulatory
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting
securities trading outside their normal patterns, which could be
indicative of manipulative or other violative activity. When such
situations are detected, surveillance analysis follows and
investigations are opened, where appropriate, to review the behavior of
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares and underlying
exchange-traded instruments with other markets and other entities that
are members of the ISG, and the Exchange or FINRA, on behalf of the
Exchange, or both, may obtain trading information regarding trading
such securities and underlying exchange-traded instruments from such
markets and other entities. In addition, the Exchange may obtain
information regarding trading in such securities and underlying
exchange-traded instruments from markets and other entities that are
members of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.\22\
---------------------------------------------------------------------------

    \22\ For a list of the current members of ISG, see
www.isgportal.org.
---------------------------------------------------------------------------

    The Adviser will make available daily to FINRA and the Exchange the
Actual Portfolio of the Fund, upon request, in order to facilitate the
performance of the surveillances referred to above.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
    Commentary .03 to NYSE Arca Rule 8.601-E provides that the Exchange
will implement and maintain written surveillance procedures for Active
Proxy 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 Actual Portfolio holdings of each series of
Active Proxy Portfolio Shares. 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 Active Proxy 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 Active Proxy Portfolio Shares.
    The Exchange will utilize its existing procedures to monitor issuer
compliance with the requirements of Rule 8.601-E. For example, the
Exchange will continue to use intraday alerts that will notify Exchange
personnel of trading activity throughout the day that may indicate that
unusual conditions or circumstances are present that could be
detrimental to the maintenance of a fair and orderly market. The
Exchange will require from the issuer of a series of Active Proxy
Portfolio Shares, upon initial listing and periodically thereafter, a
representation that it is in compliance with Rule 8.601-E. The Exchange
notes that Commentary .01 to Rule 8.601-E requires an issuer of Active
Proxy Portfolio Shares to notify the Exchange of any failure to comply
with the continued listing requirements of Rule 8.601-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 8.601-E.
    With respect to the Fund, all statements and representations made
in this 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
this rule filing shall constitute continued listing requirements for
listing the Shares on the Exchange. The Exchange will obtain a
representation from the Adviser, prior to commencement of trading in
the Shares of the Fund, that it will advise the Exchange of any failure
by the Fund to comply with the continued listing requirements, and,
pursuant to its obligations under Section 19(g)(1) of the Act, the
Exchange will monitor for compliance with the continued listing
requirements. If the Fund is not in compliance with the applicable
listing requirements, the Exchange will commence delisting procedures
under NYSE Arca Rule 5.5-E(m).

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.\25\
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f(b).
    \24\ 15 U.S.C. 78f(b)(5).
    \25\ The Exchange represents that, for initial and continued
listing, the Fund will be in compliance with Rule 10A-3 under the
Act, as provided by NYSE Arca Rule 5.3-E.
---------------------------------------------------------------------------

    With respect to the proposed listing and trading of Shares of the
Fund, the Exchange believes that the proposed rule change is designed
to prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Rule 8.601-E.
    The Fund's holdings will conform to the permissible investments as
set forth in the Application, and the holdings will be consistent with
all requirements in the Application.\26\
---------------------------------------------------------------------------

    \26\ See note 12, supra.
---------------------------------------------------------------------------

    The Fund's investments, including derivatives, will be consistent
with its investment objective and will not be used to enhance leverage
(although certain derivatives and other investments may result in
leverage). That is, the Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or -3X)
of the Fund's primary broad-based securities benchmark index (as
defined in Form N-1A).
    The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares and underlying
exchange-traded instruments with other markets and other entities that
are members of the ISG, and the Exchange or FINRA, on behalf of the
Exchange, or both, may obtain trading information regarding trading in
the Shares and underlying exchange-traded instruments from such markets
and other entities. In addition, the Exchange may obtain information
regarding trading in the Shares and underlying exchange-traded
instruments from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement. Any foreign common stocks held by the Fund will be
traded on an exchange that is a member of the ISG or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
    The daily dissemination of the identity and quantity of Proxy
Portfolio component investments, together with the right of Authorized
Participants 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 Exchange believes that the Fund and Active Proxy Portfolio
Shares generally, will provide investors with a greater choice of
active portfolio managers and active strategies through which they can
manage their assets in an ETF structure. This greater choice of active
asset management is expected to be similar to the diversity of active
managers and strategies available to mutual fund investors. Unlike
mutual fund investors, investors in Active Proxy Portfolio Shares would
also accrue the benefits derived from the ETF structure, such as lower
fund costs, tax efficiencies, intraday liquidity, and pricing that
reflects current market conditions rather than end-of-day pricing.
    The Adviser represents that, unlike ETFs that publish their
portfolios on a daily basis, the Fund, as Active Proxy Portfolio
Shares, will allow for efficient trading of Shares through an effective
Fund portfolio transparency substitute, Proxy Portfolio transparency.
The Adviser believes that this approach will provide an important
benefit to investors by protecting the Fund from the potential for
frontrunning of portfolio transactions and the potential for free-
riding on the Fund's portfolio strategies, each of which could
adversely impact the performance of the Fund.
    The Exchange believes that Active Proxy Portfolio Shares will
provide the platform for many more asset managers to launch ETFs,
increasing the investment choices for consumers of actively managed
funds, which should lead to a greater competitive landscape that can
help to reduce the overall costs of active investment management for
retail investors. Unlike mutual funds, Active Proxy Portfolio Shares
would be able to use the efficient share settlement system in place for
ETFs today, translating into a lower cost of maintaining shareholder
accounts and processing transactions.
    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 Adviser that
the NAV per Share of the Fund will be calculated daily and that the
NAV, Portfolio Reference Basket, and the Actual Portfolio for the Fund
will be made available to all market participants at the same time.
Investors can obtain the Fund's SAI, shareholder reports, and its Form
N-CSR, Form N-PORT, and Form N-CEN. The Fund's SAI and shareholder
reports will be available free upon request from the Fund, and those
documents and the Form N-CSR, Form N-PORT, and Form N-CEN may be viewed
on-screen or downloaded from the Commission's website. In addition,
with respect to the Fund, a large amount of information will be
publicly available regarding the Fund and the Shares, thereby promoting
market transparency. Quotation and last sale information for the
Shares, ETFs, ETNs, U.S. exchange-traded common stocks, preferred
stocks, and ADRs will be available via the CTA high-speed line or from
the exchange on which such securities trade. Price information for
futures, foreign stocks, and cash equivalents is available through
major market data vendors. The website for the Fund will include a form
of the prospectus that may be downloaded, and additional data relating
to NAV and other applicable quantitative information, updated on a
daily basis. Trading in Shares of the Fund will be halted if the
circuit breaker parameters in NYSE Arca Rule 7.12-E have been reached
or because of market conditions or for reasons that, in the view of the
Exchange, make trading in the Shares inadvisable. Trading in the Shares
will be subject to NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth
circumstances under which Shares of the Fund will be halted. In
addition, as noted above, investors will have ready access to the
Portfolio Reference Basket and quotation and last sale information for
the Shares. The Proxy Portfolio holdings for the Fund (including the
identity and quantity of investments in the Portfolio Reference Basket)
will be publicly available on the Fund's website before the
commencement of trading in Shares on each Business Day. The Shares will
conform to the initial and continued listing criteria under Rule 8.601-
E.\27\
---------------------------------------------------------------------------

    \27\ See note 4, supra.
---------------------------------------------------------------------------

    The Fund's holdings will conform to the permissible investments as
set forth in the Application and the holdings will be consistent with
all requirements in the Application.\28\ Any foreign common stocks held
by the Fund will be traded

on an exchange that is a member of the ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \28\ See note 12, supra.
---------------------------------------------------------------------------

    The components of the Fund's Actual Portfolio will (a) be listed on
an exchange and the primary trading session of such exchange will trade
synchronously with the Exchange's Core Trading Session, as defined in
Rule 7.34-E(a); (b) with respect to exchange-traded futures, be listed
on a U.S. futures exchange; or (c) consist of cash and cash
equivalents.
    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. The Exchange will obtain a
representation from the Adviser, prior to commencement of trading in
the Shares of the Fund, that it will advise the Exchange of any failure
by the Fund to comply with the continued listing requirements, and,
pursuant to its obligations under Section 19(g)(1) of the Act, the
Exchange will monitor for compliance with the continued listing
requirements. If the Fund is not in compliance with the applicable
listing requirements, the Exchange will commence delisting procedures
under NYSE Arca Rule 5.5-E(m).
    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. In
addition, as noted above, investors will have ready access to
information regarding quotation and last sale information for the
Shares.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange believes the
proposed rule change would permit listing and trading of another type
of actively-managed ETF that has characteristics different from
existing actively-managed and index ETFs and would introduce additional
competition among various ETF products to the benefit of investors.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or up to 90 days (i) as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or (ii) as to which the self-regulatory
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2020-104 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-2020-104. 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-2020-104 and should be
submitted on or before January 11, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
---------------------------------------------------------------------------

    \29\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-28013 Filed 12-18-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: March 27, 2006 (Volume 71, Number 58)]
[Notices]
[Page 15235-15237]
[DOCID:fr27mr06-101]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53524; File No. SR-CBOE-2006-22]

Self-Regulatory Organizations; Chicago Board Options Exchange,
Incorporated; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change To Extend the Duration of CBOE Rule 6.45A(b) Pertaining to
Orders Represented in Open Outcry

March 21, 2006.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of
1934(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby
given that on March 8, 2006, the Chicago Board Options Exchange,
Incorporated (``CBOE'' or ``Exchange'') filed with the Securities and
Exchange Commission (the ``Commission'') the proposed rule change as
described in Items I and II below, which Items have been prepared by
the CBOE. The Exchange filed the proposal as a ``non-controversial''
proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act
\3\ and Rule 19b-4(f)(6) thereunder,\4\ which renders it effective upon
filing with the Commission.\5\ The Commission is

publishing this notice to solicit comments on the proposed rule change
from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
    \5\ The Exchange has asked the Commission to waive the 30-day
operative delay required by Rule 19b-4(f)(6)(iii), 17 CFR 240.19b-
4(f)(6)(iii). See discussion infra Section III.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The CBOE proposes to extend the duration of CBOE Rule 6.45A(b) (the
``Rule''), which relates to the allocation of orders represented in
open outcry in equity option classes designated by the Exchange to be
traded on the CBOE Hybrid Trading System (``Hybrid'') through July 14,
2006. No other substantive changes are being made to the Rule. The text
of the proposed rule change is available on the CBOE's Internet Web
site (http://www.cboe.com), at the CBOE's principal office, 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 CBOE 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
    In March 2005, the Commission approved revisions to CBOE Rule 6.45A
related to the introduction of Remote Market-Makers.\6\ Among other
things, the Rule, pertaining to the allocation of orders represented in
open outcry in equity options classes traded on Hybrid, was amended to
clarify that only in-crowd market participants would be eligible to
participate in open outcry trade allocations. In addition, the Rule was
amended to limit its duration until September 14, 2005, unless
otherwise extended. The duration of the Rule was thereafter extended
through December 14, 2005 and again through March 14, 2006.\7\ As the
duration period expired on March 14, 2006, the Exchange proposes to
extend the effectiveness of the Rule through July 14, 2006.\8\
---------------------------------------------------------------------------

    \6\  See Securities Exchange Act Release No. 51366 (March 14,
2005), 70 FR 13217 (March 18, 2005) (SR-CBOE-2004-75).
    \7\ See Securities Exchange Act Release Nos. 52423 (September
14, 2005), 70 FR 55194 (September 20, 2005) (extending the duration
of the Rule through December 14, 2005) and 52957 (December 15,
2005), 70 FR 76085 (December 22, 2005) (extending the Rule through
March 14, 2006).
    \8\ In order to effect proprietary transactions on the floor of
the Exchange, in addition to complying with the requirements of the
Rule, members are also required to comply with the requirements of
Section 11(a)(1) of the Act, 15 U.S.C. 78k(a)(1), or qualify for an
exemption. Section 11(a)(1) restricts securities transactions of a
member of any national securities exchange effected on that exchange
for (i) the member's own account, (ii) the account of a person
associated with the member, or (iii) an account over which the
member or a person associated with the member exercises discretion,
unless a specific exemption is available. The Exchange issued a
regulatory circular to members informing them of the applicability
of these Section 11(a)(1) requirements when the duration of the Rule
was extended until December 14, 2005 and again when the duration of
the Rule was extended until March 14, 2006. See CBOE Regulatory
Circulars RG05-103 (November 2, 2005) and RG06-001 (January 3,
2006). The Exchange represents that it expects to issue a similar
regulatory circular to members reminding them of the applicability
of the section 11(a)(1) requirements with respect to the proposed
rule change. Telephone conversation between Jennifer Lamie, Managing
Senior Attorney, CBOE, and Ronesha A. Butler, Special Counsel,
Division of Market Regulation, Commission (March 14, 2006).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations under the Act applicable to a
national securities exchange and, in particular, the requirements of
section 6(b) of the Act.\9\ Specifically, the Exchange believes the
proposed rule change is consistent with the section 6(b)(5) \10\
requirements that the rules of an exchange be designed to promote just
and equitable principles of trade, to prevent fraudulent and
manipulative acts, and, in general, to protect investors and the public
interest.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

    The CBOE 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.

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

    The Exchange neither solicited nor received comments on the
proposal.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the foregoing proposed rule change does not (1)
significantly affect the protection of investors or the public
interest; (2) impose any significant burden on competition; and (3)
become operative for thirty days from the date on which it was filed,
or such shorter time as the Commission may designate if consistent with
the protection of investors and the public interest, it has become
effective pursuant to section 19(b)(3)(A) of the Act \11\ and Rule 19b-
4(f)(6) \12\ thereunder.\13\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ Pursuant to Rule 19b-4(f)(6)(iii), the Exchange has given
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 on which
the Exchange filed the proposed rule change. See 17 CFR 240.19b-
4(f)(6)(iii).
---------------------------------------------------------------------------

    A proposed rule change filed under Commission Rule 19b-4(f)(6) \14\
normally does not become operative prior to thirty days after the date
of filing. The CBOE requests that the Commission waive the 30-day
operative delay, as specified in Rule 19b-4(f)(6)(iii), and designate
the proposed rule change to become operative immediately to allow the
Exchange to continue to operate under the existing allocation
parameters for orders represented in open outcry in Hybrid on an
uninterrupted basis. The Commission hereby grants the request. The
Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest
because such waiver will allow the CBOE to continue to operate under
the Rule without interruption. For these reasons, the Commission
designates the proposed rule change as effective and operative upon
filing.\15\
---------------------------------------------------------------------------

    \14\ 17 CFR 240.19b-4(f)(6).
    \15\ For the purposes only of waiving the operative date of this
proposal, the Commission has considered the proposed rule's impact
on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule
change, the Commission may summarily abrogate 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 the 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 e-mail to<EMAIL_ADDRESS>Please include

File No. SR-CBOE-2006-22 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-CBOE-2006-22. This file
number should be included on the subject line if e-mail 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 Web site (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 inspection and
copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of the CBOE. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-CBOE-2006-22 and should be submitted on or before April
17, 2006.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
 [FR Doc. E6-4367 Filed 3-24-06; 8:45 am]

BILLING CODE 8010-01-P


UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

REGION III

1650 Arch Street

Philadelphia, Pennsylvania 19103

                 October 6, 2011

SUBJECT:

Technical Support Document - Adequacy Findings for the Motor Vehicle
Emissions Budgets in the Attainment Demonstration for the Pennsylvania
Portion of the Philadelphia-Wilmington-New Jersey City 1997 Fine
Particulate (PM2.5) National Ambient Air quality Standard (NAAQS)
Nonattainment Area

FROM:	       /s/

Martin Kotsch,

Office of Air Program Planning (3AP30)

TO:

Administrative Record for the Adequacy Findings for the Motor Vehicle
Emissions Budgets in the Attainment Demonstration for the Pennsylvania
Portion of the Philadelphia-Wilmington-New Jersey 1997 PM2.5 NAAQS
Nonattainment Area

              /s/

THRU:	Cristina Fernandez, Associate Director,

Office of Air Program Planning (3AP30)

I.   Administrative Requirements for Making Adequacy Findings

We have followed the process for determining the adequacy of the
submitted State Implementation Plan (SIP) Motor Vehicle Emissions
Budgets (MVEBs) in accordance with the procedures listed in the January
2008 Conformity Regulations contained in 40 CFR part 93, 118(f)
“Adequacy review process for implementation plan submissions”.

On April 12, 2010, the Pennsylvania Department of Environmental
Protection (PADEP) formally submitted an Attainment Demonstration Plan
for the 1997 PM2.5 NAAQS (hereafter the attainment demonstration) for
the Pennsylvania Portion of the Philadelphia-Wilmington-New Jersey PM2.5
Nonattainment Area as SIP revision.

EPA will be issuing its own Notice of Proposed Rule making for a 30-day
public comment period soliciting public comment as to the approvability
of the Pennsylvania SIP submission.  Concurrently with EPA’s Notice of
Proposed Rulemaking, a notice will be posted on EPA’s website at
http://www.epa.gov/otaq/stateresources/transconf/currsips.htm  for the
purpose of opening EPA’s 30-day public comment period on the
adequacy/approvability of the budgets in the SIP revision.  That notice
will inform the public of the availability of the Pennsylvania SIP
revision on its own website.  EPA’s website notice will provide a link
to the address for the website where interested members of the public
could access the SIP revision. Following EPA’s public comment period,
responses to any comments received on the proposed mobile budgets in the
Pennsylvania SIP will be addressed in an amendment to this Technical
Support Document (TSD).

Shown below in Table 1 are the 2 sets of budgets from the SIP submittal.

Table 1

The Budgets of the Pennsylvania Portion of
Philadelphia-Wilmington-Atlantic City 1997 PM2.5 NAAQS Attainment
Demonstration

Plan

Submittals

Milestone

Year

Mobile Vehicle Emissions Budget for Direct PM-Tons Per Year

Mobile Vehicle Emissions Budget for NOx-Tons Per Year

	Attainment Plan Demonstration	2009	      699	36,318

II. Evaluation of the Adequacy of the MVEBs Budgets in the Attainment
Demonstration for the Pennsylvania Portion of the
Philadelphia-Wilmington-New Jersey 1997 NAAQS PM2.5  Nonattainment Area
Submitted by PADEP on April 12 , 2010

In this TSD, we are evaluating the MVEBs associated with the 2009
attainment demonstration plan contained in the April 12, 2010 SIP
submittal, for conformity purposes.  We are using the evaluation
criteria detailed in the Transportation Conformity Rule, 40 CFR part
93.102(b)(2)(v), 93.102(b)(2)(v), 93.102(b)(3), and part 93, 93.118(e)4
through 93.118(e)5.  The evaluation is presented in Table 2, below.

Table 2

Adequacy of the MVEBs Contained in the Attainment Demonstration for the
Pennsylvania Portion of Philadelphia-Wilmington-New Jersey City 1997
NAAQSPM2.5 Non-attainment Area

Transportation Conformity Rule

40 CFR Part 93, 93.118

Review Criteria

Was the Criterion Satisfied?   If Yes How was this Criteria Satisfied?

93.102(b)(2)(iv)	Have EPA and the State made a finding that NOx is an
insignificant contributor to the direct mobile PM emissions?	EPA and the
State have not made such a finding.

93.102(b)(2)(v)	Has EPA or State made a finding that VOCs, Sulfur Oxides
(SOx) or Ammonia (NH3) as precursors to be a significant contributor to
the mobile PM2.5 emissions?	Neither EPA or the State has made such a
finding.

93.102(b)(3)	Has the EPA or the State made a finding that re-entrained
road dust is a significant contributor to the PM mobile emissions?
Neither EPA or the State has made such a finding.

Sec. 93.118(e)(4)(i)	Was the submitted revised plan endorsed by the
Governor (or his or her designee) and subject to a State public hearing?

	Yes.  The submitted and attainment demonstration was endorsed and
submitted as a SIP revision by the Governor’s   designee, the
Secretary of the PADEP, and a public hearing was held.

Sec. 93.118(e)(4)(ii)	Before the attainment demonstration was submitted
to EPA, did consultation between federal, State and local agencies
occur; was full implementation plan documentation provided to EPA, and
was EPA’s stated concerns, if any, addressed?	Yes. Consultation has
occurred among all required federal, state and local agencies.

	Sec. 93.118(e)(4)(iii)	Was the motor vehicle emissions budget(s)
clearly identified and precisely quantified?	Yes, the budgets are
clearly identified on page 22 of the April 12, 2010 submittal containing
the attainment demonstration.

Sec. 93.118(e)(4)(iv)	Is the motor vehicle emissions budget(s), when
considered together with all other emission reductions, consistent with
applicable requirements for attainment demonstrations?

	EPA believes the budgets can be declared adequate because in
conjunction with the other emission reductions, they   demonstrate
attainment for 2010.

Sec. 93.118(e)(4)(v)

Is the motor vehicle emissions budget(s) consistent with and clearly
related to the emissions inventory and the control measures in the Plan?

EPA believes that the budgets are clearly related to the emissions
inventory and the control measures in the SIP submittal.

Sec. 93.118(e)(4)(vi)

Revisions to previously submitted attainment demonstrations:  explain
and document any changes to previously submitted budgets and control
measures; impacts on point and area source emissions; any changes to
established safety margins (see Sec. 93.101 for definition); and reasons
for the changes (including the basis for any changes related to emission
factors or estimates of vehicle miles traveled).

N/A

Sec. 93.118(e)(5)

Did they provide and we review public comments and the State’s
responses to those comments with the submitted control strategy SIP?

There were no comments on the proposed mobile emissions budgets in the
SIP.

III. Findings - Based upon our review and evaluation of the MVEBs
contained in PADEP’s April 12, 2010 submittal of the attainment plan
for the Pennsylvania Portion of Philadelphia-Wilmington-New Jersey 1997
PM2.5 NAAQS nonattainment area, we find the said MVEBs adequate for
conformity purposes.

 PAGE  1


[Federal Register Volume 85, Number 111 (Tuesday, June 9, 2020)]
[Notices]
[Page 35327]
[FR Doc No: 2020-12480]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4495-DR; Docket ID FEMA-2020-0001]

Guam; Amendment No. 1 to Notice of a Major Disaster Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: This notice amends the notice of a major disaster declaration
for the territory of Guam (FEMA-4495-DR), dated March 27, 2020, and
related determinations.

DATES: This amendment was issued May 28, 2020.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The notice of a major disaster declaration
for the territory of Guam is hereby amended to include Individual
Assistance limited to the Crisis Counseling Program for those areas
determined to have been adversely affected by the event declared a
major disaster by the President in his declaration of March 27, 2020.

    Individual Assistance limited to the Crisis Counseling Program
for all areas in the territory of Guam (already designated for
emergency protective measures [Category B] not authorized under
other Federal statutes, including direct Federal assistance).

The following Catalog of Federal Domestic Assistance Numbers (CFDA)
are to be used for reporting and drawing funds: 97.030, Community
Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis Counseling;
97.033, Disaster Legal Services; 97.034, Disaster Unemployment
Assistance (DUA); 97.046, Fire Management Assistance Grant; 97.048,
Disaster Housing Assistance to Individuals and Households In
Presidentially Declared Disaster Areas; 97.049, Presidentially
Declared Disaster Assistance--Disaster Housing Operations for
Individuals and Households; 97.050 Presidentially Declared Disaster
Assistance to Individuals and Households--Other Needs; 97.036,
Disaster Grants--Public Assistance (Presidentially Declared
Disasters); 97.039, Hazard Mitigation Grant.

Pete Gaynor,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2020-12480 Filed 6-8-20; 8:45 am]
 BILLING CODE 9111-23-P


[Federal Register Volume 78, Number 63 (Tuesday, April 2, 2013)]
[Notices]
[Pages 19790-19791]
[FR Doc No: 2013-07583]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69243; File No. SR-ICC-2013-01]

Self-Regulatory Organizations; ICE Clear Credit LLC; Order
Approving Proposed Rule Change, as Modified by Amendments No. 1 and 2
Thereto, To Update Chapter 26 and Remove Schedule 502 of the ICE Clear
Credit Rules

March 27, 2013.

I. Introduction

    On January 31, 2013, ICE Clear Credit LLC (``ICC'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change SR-ICC-2013-01 pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder.\2\ The
proposed rule change was published for comment in the Federal Register
on February 21, 2013.\3\ On March 7, 2013, ICC filed Amendment No. 1 to
the proposed rule change.\4\ On March 14, 2013, ICC filed Amendment No.
2 to the proposed rule change.\5\ The Commission did not receive
comments regarding the proposal. For the reasons discussed below, the
Commission is granting approval of the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 68928 (Feb. 14, 2013),
78 FR 12125 (Feb. 21, 2013).
    \4\ In Amendment No. 1, ICC amended the filing to remove
European index CDS and European single-name CDS from Schedule 502 of
the ICC Rulebook (``ICC Rules''), which were added to the ICC Rules
subsequent to ICC filing this proposed rule change. The amendment
also included conforming changes to the chapters of the ICC Rules
referencing iTraxx Europe index CDS and European single-name CDS to
reflect the removal of Schedule 502.
    \5\ In Amendment No. 2, ICC amended the filing to remove certain
index series listings scheduled to occur on March 20, 2013, and
March 27, 2013, which were added to Schedule 502 subsequent to ICC
filing this proposed rule change. ICC also amended Chapter 26G of
the ICC Rules to change the abbreviation for ``Standard European
Corporate'' from ``SNEC'' to ``SDEC''.
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II. Description

    The purpose of the proposed rule change is to update Chapter 26
(Cleared CDS Products) of the ICC Rules and remove Schedule 502 (List
of Pre-Approved Products) from the ICC Rules. The proposed rule change
also includes a conforming edit within Chapter 5 (Risk Committee) of
the ICC Rules. This update will provide direct reference within the ICC
Rules to the cleared products list always available on the ICC Web site
(``Approved Products List'') and add additional standards for certain
ICC cleared products. ICC agrees that rule submissions for updates to
ICC's cleared product offering will be required under certain
circumstances (e.g., certain financial single names, additional single-
name constituents of the Emerging Markets Index, and High Yield single
names).
    ICC proposes to amend Chapter 26 of its rules to update the
definitions of Eligible CDX.NA Untranched Index (Rule 26A-102),
Eligible SNAC Reference Entities (Rule 26B-102), Eligible SNAC
Reference Obligations (Rule 26B-102), Eligible CDX.EM Untranched Index
(Rule 26C-102), Eligible SES Reference Entities (Rule 26D-102),
Eligible SES Reference Obligations (Rule 26D-102), Eligible iTraxx
Europe Untranched Index (Rule 26F-102), Eligible SDEC Reference
Entities (Rule 26G-102) and Eligible SDEC Reference Obligations (Rule
26G-102) to include the requirement that the products must be
determined by ICC to be eligible.
    ICC proposes to amend Chapter 26 of its rules to update the
definitions of List of Eligible CDX.NA Untranched Indexes (Rule 26A-
102), List of Eligible SNAC Reference Entities (Rule 26B-102), List of
Eligible CDX.EM Untranched Indexes (Rule 26C-102), List of Eligible SES
Reference Entities (Rule 26D-102), List of Eligible iTraxx Europe
Untranched Indexes (Rule 26F-102) and List of Eligible SDEC Reference
Entities (Rule 26G-102) to include the reference that the Approved
Products List will be maintained, updated and published on the ICC Web
site.
    ICC proposes to amend Chapter 26 of its rules to add the definition
of Eligible SNAC Sector in Rule 26B-102 of the

ICC Rules. The listed Eligible SNAC Sectors are: Basic Materials,
Consumer Goods, Consumer Services, Energy, Financials, Healthcare,
Industrials, Technology, Telecommunications Services, and Utilities.
The requirement to list the Eligible SNAC Sector on the List of
Eligible SNAC Reference Entities is also added to the definition of
List of Eligible SNAC Reference Entities in Rule 26B-102.
    ICC proposes to amend Chapter 26 of its rules to add the definition
of Eligible SDEC Sector in Rule 26G-102 of the ICC Rules. The listed
Eligible SDEC Sectors are: Basic Materials, Consumer Goods, Consumer
Services, Energy, Financials, Healthcare, Industrials, Technology,
Telecommunications Services, and Utilities. The requirement to list the
Eligible SDEC Sector on the List of Eligible SDEC Reference Entities is
also added to the definition of List of Eligible SDEC Reference
Entities in Rule 26G-102.
    ICC proposes to amend Chapter 26 of its rules to include within the
definition of List of Eligible SES Reference Entities in Rule 26D-102
the requirement to list the Sector, Government, in the List of Eligible
SES Reference Entities.
    ICC proposes to remove Schedule 502 from the ICC Rules as Schedule
502 provides information available in the Approved Products List on the
ICC Web site. The Approved Products List provides the information
currently available in Schedule 502 as well as all additional product
information listed in the definitions of List of Eligible CDX.NA
Untranched Indexes (Rule 26A-102), List of Eligible SNAC Reference
Entities (Rule 26B-102), List of Eligible CDX.EM Untranched Indexes
(Rule 26C-102), List of Eligible SES Reference Entities (Rule 26D-102),
List of Eligible iTraxx Europe Untranched Indexes (Rule 26F-102) and
List of Eligible SDEC Reference Entities (Rule 26G-102).
    ICC proposes to make one conforming amendment to Chapter 5 of its
rules, specifically Rule 502(a), to change a reference to Schedule 502
of the ICC Rules to reference the Approved Products List on the ICC Web
site.
    The proposed changes to the ICC Rules will provide direct reference
within the ICC Rules to the cleared products list available on the ICC
Web site and add additional standards for certain ICC cleared products.
The proposed rule changes do not require any changes to the ICC risk
management framework including the ICC margin methodology, guaranty
fund methodology, pricing parameters and pricing model.

III. Discussion

    Section 19(b)(2)(C) of the Act \6\ directs the Commission to
approve a proposed rule change of a self-regulatory organization if it
finds that such proposed rule change is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to such organization. Section 17A(b)(3)(F) of the Act \7\
requires, among other things, that the rules of a clearing agency be
designed to promote the prompt and accurate clearance and settlement of
securities transactions and, to the extent applicable, derivative
agreements, contracts, and transactions.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78s(b)(2)(C).
    \7\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    The Commission finds that the proposed rule change is consistent
with the requirements of Section 17A of the Act \8\ and the rules and
regulations thereunder applicable to ICC. The proposed rule change
would provide direct reference within the ICC Rules to the Approved
Products List available on the ICC Web site and add additional
standards for certain ICC cleared products to assure that Clearing
Participants are informed of the ICC approved products, thereby
promoting the prompt and accurate clearance and settlement of swaps and
security-based swaps transactions.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the
proposal is consistent with the requirements of the Act and in
particular with the requirements of Section 17A of the Act \9\ and the
rules and regulations thereunder.
---------------------------------------------------------------------------

    \9\ Id.
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\10\ that the proposed rule change (File No. SR-ICC-2013-01), as
modified by Amendments No. 1 and 2, be, and hereby is, approved.\11\
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    \10\ 15 U.S.C. 78s(b)(2).
    \11\ In approving the proposed rule change, the Commission
considered the proposal's impact on efficiency, competition and
capital formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-07583 Filed 4-1-13; 8:45 am]
BILLING CODE 8011-01-P