[Federal Register Volume 85, Number 84 (Thursday, April 30, 2020)]
[Notices]
[Pages 24050-24057]
[FR Doc No: 2020-09128]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88738; File No. SR-NYSEArca-2020-07]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Amendment No. 1 and Order Instituting Proceedings To Determine
Whether To Approve or Disapprove a Proposed Rule Change, as Modified by
Amendment No. 1, To List and Trade Shares of the SPDR SSGA Responsible
Reserves ESG ETF Under NYSE Arca Rule 8.600-E

April 24, 2020.
    On January 14, 2020, NYSE Arca, Inc. (``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to list and trade shares
(``Shares'') of the SPDR SSGA Responsible Reserves ESG ETF (``Fund''),
under NYSE Arca Rule 8.600-E (Managed Fund Shares). The proposed rule
change was published for comment in the Federal Register on January 30,
2020.\3\ On March 12, 2020, pursuant to Section 19(b)(2) of the Act,\4\
the Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ On April 22, 2020, the Exchange filed Amendment No. 1 to the
proposed rule change, which superseded the proposed rule change as
originally filed.\6\ The Commission has received no comments on the
proposed rule change. The Commission is publishing this notice and
order to solicit comments on the proposed rule change, as modified by
Amendment No. 1, from interested persons and to institute proceedings
pursuant to Section 19(b)(2)(B) of the Act \7\ to determine whether to
approve or disapprove the proposed rule change, as modified by
Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 88031 (January 24,
2020), 85 FR 5493 (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 88364, 85 FR 15550
(March 18, 2020). The Commission designated April 29, 2020, as the
date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
    \6\ Amendment No. 1 is available on the Commission's website at
https://www.sec.gov/rules/sro/nysearca.htm.
    \7\ 15 U.S.C. 78s(b)(2)(B).
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I. The Exchange's Description of the Proposed Rule Change, as Modified
by Amendment No. 1

    The Exchange proposes to list and trade shares of the SPDR SSGA
Responsible Reserves ESG ETF (the ``Fund''), under NYSE Arca Rule
8.600-E (``Managed Fund Shares'').This Amendment 1 to SR-NYSEArca-2020-
07 replaces SR-NYSEArca-2020-07 as originally filed and supersedes such
filing in its entirety.
    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 proposes to list and trade shares (``Shares'') of the
SPDR SSGA Responsible Reserves ESG ETF under NYSE Arca Rule 8.600-E
(the ``Fund''), a series of the SSGA Active Trust (``Trust'') \8\,
under NYSE Arca Rule 8.600-E, which governs the listing and trading of
Managed Fund Shares \9\ on the Exchange.
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    \8\ The Trust is registered under the 1940 Act. On December 20,
2019, the Trust filed with the Commission an amendment to its
registration statement on Form N-1A under the Securities Act of 1933
(15 U.S.C. 77a) (``Securities Act'') and the 1940 Act relating to
the Fund (File Nos. 333-173276 and 811-22542) (the ``Registration
Statement''). The description of the operation of the Trust and the
Fund herein is based, in part, on the Registration Statement. In
addition, the Commission has issued an order granting certain
exemptive relief under the 1940 Act to the Trust. See Investment
Company Act Release No. 29524, December 13, 2010) (File No. 812-
13487) (``Exemptive Order''). Investments made by the Fund will
comply with the conditions set forth in the Exemptive Order.
    \9\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Investment Company Units,
listed and traded on the Exchange under NYSE Arca Rule 5.2-E(j)(3),
seeks to provide investment results that correspond generally to the
price and yield performance of a specific foreign or domestic stock
index, fixed income securities index or combination thereof.
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    SSGA Funds Management, Inc. (``Adviser'') will be the investment
adviser to the Fund. The Adviser is a wholly-owned subsidiary of State
Street Global Advisors, Inc. (``SSGA''), which itself is a wholly-owned
subsidiary of State Street Corporation. State Street Global Advisors
Funds Distributors, LLC (``Distributor'') will be the distributor of
the Fund's Shares. State Street Bank and Trust Company will be the
custodian (``Custodian'') and transfer agent for the Fund.
    Commentary .06 to Rule 8.600-E provides that, if the investment
adviser to the investment company issuing Managed Fund Shares is
affiliated with a broker-dealer, such investment adviser shall erect
and maintain a ``fire wall'' between the investment adviser and the
broker-dealer with respect to access to information concerning the
composition and/or changes to such investment company portfolio.\10\ In
addition, Commentary .06 further requires that personnel who make
decisions on the open-end fund's portfolio composition must be subject
to procedures designed to prevent the use and dissemination of material
nonpublic information regarding the open-end fund's portfolio. The
Adviser is not registered as a broker-dealer but is affiliated with a
broker-dealer and has implemented and will maintain a fire wall with
respect to

such broker-dealer affiliate regarding access to information concerning
the composition and/or changes to the portfolio. In the event (a) the
Adviser becomes registered as a broker-dealer or newly affiliated with
one or more broker-dealers, 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 portfolio,
and will be subject to procedures designed to prevent the use and
dissemination of material non-public information regarding such
portfolio.
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    \10\ 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 its related personnel are
subject to the provisions of Rule 204A-1 under the Advisers Act
relating to codes of ethics. This Rule requires investment advisers
to adopt a code of ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with other applicable
securities laws. Accordingly, procedures designed to prevent the
communication and misuse of non-public information by an investment
adviser must be consistent with Rule 204A-1 under the Advisers Act.
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful
for an investment adviser to provide investment advice to clients
unless such investment adviser has (i) adopted and implemented
written policies and procedures reasonably designed to prevent
violation, by the investment adviser and its supervised persons, of
the Advisers Act and the Commission rules adopted thereunder; (ii)
implemented, at a minimum, an annual review regarding the adequacy
of the policies and procedures established pursuant to subparagraph
(i) above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.
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SPDR SSGA Responsible Reserves ESG ETF
    According to the Registration Statement, the investment objective
of the Fund will be to seek to maximize current income while giving
consideration to environmental, social and governance (``ESG')
criteria, consistent with the preservation of capital and liquidity by
investing in a portfolio of high-quality, short-term debt obligations.
    The Fund will follow a disciplined investment process in which the
Adviser bases its decisions on the relative attractiveness of different
short-term debt instruments (``Short-Term Fixed Income Securities'')
while considering ESG criteria at the time of purchase.
    Under normal market conditions,\11\ the Fund will invest at least
80% of its net assets in Short-Term Fixed Income Securities (as
described below), cash and cash equivalents \12\ to maintain a maximum
dollar-weighted average maturity of sixty days or less and dollar-
weighted average life of 120 days or less. Short-Term Fixed Income
Securities in which the Fund will invest will have remaining maturities
of 397 calendar days or less.
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    \11\ The term ``normal market conditions'' is defined in NYSE
Arca Rule 8.600-E(c)(5).
    \12\ The term ``cash equivalents'' is defined in Commentary
.01(c) to NYSE Arca Rule 8.600-E.
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    The Adviser intends to consider ESG criteria at the time of
purchase by using ESG-related metrics for each Fund investment. The
potential investment universe will first be screened to remove issuers
involved in, and/or which derive significant revenue from, certain
practices, industries or product lines, including: Extreme event
controversies, controversial weapons, civilian firearms, thermal coal
extraction, tobacco, and UN global compact violations. While issuers in
the financial services sector are not included in the initial screening
process, the Adviser will consider scoring criteria to assign an ESG
rating to issuers in the financial services sector.
Principal Investments
    According to the Registration Statement, the Fund will attempt to
meet its investment objective by investing in a broad range of Short-
Term Fixed Income Securities, as described below.
    The Fund may invest in the following Short-Term Fixed Income
Securities:
     Short-term obligations of the U.S. Government, its
agencies, instrumentalities, authorities or political subdivisions
(other than cash equivalents); \13\
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    \13\ The term ``cash equivalents'' is defined in Commentary
.01(c) to NYSE Arca Rule 8.600-E.
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     mortgage pass-through securities; \14\
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    \14\ The Fund will seek to obtain exposure to U.S. agency
mortgage pass-through securities primarily through the use of ``to-
be-announced'' or ``TBA transactions.''
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     corporate bonds, floating rate bonds or variable rate
bonds (including ``inverse floaters'');
     bank obligations, including negotiable certificates of
deposit, time deposits and bankers' acceptances \15\ (other than cash
equivalents);
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    \15\ Under normal market conditions, the Fund intends to invest
more than 25% of its total assets in bank obligations.
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     zero coupon securities;
     Eurodollar Certificates of Deposit (``ECDs''), Eurodollar
Time Deposits (``ETDs'') and Yankee Certificates of Deposit (``YCDs'');
\16\
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    \16\ ECDs and ETDs are U.S. dollar denominated certificates of
deposit and time deposits, respectively, issued by non-U.S. branches
of domestic banks and non-U.S. banks. YCDs are U.S. dollar
denominated certificates of deposit issued by U.S. branches of non-
U.S. banks.
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     inflation-protected public obligations (``TIPS)'' of the
U.S. Treasury, as well as TIPS of major governments, excluding the
United States;
     repurchase and reverse repurchase agreements (other than
repurchase and reverse repurchase agreements that are cash
equivalents);
     sovereign debt obligations issued or guaranteed by foreign
governments or their agencies;
     commercial paper (other than cash equivalents);
     private placements, restricted securities and Rule 144A
securities.
    The Fund may hold cash and cash equivalents.
Other Investments
    While the Fund, under normal market conditions, will invest at
least 80% of the Fund's net assets in the securities described above in
``Principal Investments,'' the Fund may invest its remaining assets in
the securities described below.
    The Fund may invest in exchange traded funds (``ETFs'').\17\
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    \17\ For purposes of this filing, ``ETFs'' are Investment
Company Units (as described in NYSE Arca Rule 5.2-E(j)(3));
Portfolio Depositary Receipts (as described in NYSE Arca Rule 8.100-
E); and Managed Fund Shares (as described in NYSE Arca Rule 8.600-
E). All ETFs will be listed and traded in the U.S. on a national
securities exchange. The Fund will not invest in inverse or
leveraged (e.g., 2X, -2X, 3X or -3X) ETFs.
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    The Fund may invest in the securities of non-exchange-traded
investment company securities, subject to applicable limitations under
Section 12(d)(1) of the 1940 Act.\18\
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    \18\ Investments in other non-exchange-traded open-end
management investment company securities will not exceed 20% of the
total assets of the Fund.
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    The Fund will not invest in securities or other financial
instruments that have not been described in this proposed rule change.
Creation and Redemption of Creation Units
    The Fund will issue and redeem its Shares on a continuous basis, at
net asset value (``NAV''), only in a large specified number of Shares
(a ``Creation Unit''). Creation Unit sizes are 50,000 Shares per
Creation Unit. The Creation Unit size for the Fund may change.
    The Trust will issue and sell Shares of the Fund only in Creation
Units on a continuous basis through the Distributor at their NAV per
Share next determined after receipt of an order, on any Business Day
(as defined below), in proper form pursuant to the terms of the
Authorized Participant Agreement (``Participant Agreement''). A
``Business Day'' with respect to the Fund is, generally, any day on
which the NYSE is open for business.
    The consideration for purchase of a Creation Unit of the Fund
generally will consist of either (i) the in-kind deposit of a
designated portfolio of securities (the ``Deposit Securities'') per
each Creation Unit and the ``Cash Component'' (defined below), computed
as described below or (ii) the cash value of the Deposit Securities
(``Deposit Cash'') and Cash Component, computed as described below.
    Together, the Deposit Securities or Deposit Cash, as applicable,
and the Cash Component constitute the ``Fund Deposit,'' which
represents the minimum initial and subsequent investment amount for a
Creation Unit of the Fund. The ``Cash Component'', is an amount equal
to the difference

between the NAV of the Shares (per Creation Unit) and the market value
of the Deposit Securities or Deposit Cash, as applicable.
    The Custodian, through the National Securities Clearing Corporation
(``NSCC''), will make available on each Business Day, prior to the
opening of business on the Exchange (currently 9:30 a.m., Eastern
time), the list of the names and the required number of shares of each
Deposit Security or the required amount of Deposit Cash, as applicable,
to be included in the current Fund Deposit (based on information at the
end of the previous Business Day) for the Fund.
    To be eligible to place orders to purchase a Creation Unit of the
Fund, an entity must be (i) a ``Participating Party'', i.e., a broker-
dealer or other participant in the clearing process through the
Continuous Net Settlement System of the NSCC (the ``Clearing
Process''), a clearing agency that is registered with the SEC; or (ii)
a Depository Trust Company participant.
Redemption of Shares
    Shares may be redeemed only in Creation Units at their NAV next
determined after receipt of a redemption request in proper form by the
Fund and only on a Business Day. With respect to the Fund, the
Custodian, through the NSCC, will make available prior to the opening
of business on the Exchange on each Business Day, the list of the names
and share quantities of the Fund's portfolio securities that will be
applicable on that day (``Fund Securities''). Fund Securities received
on redemption may not be identical to Deposit Securities.
    Redemption proceeds for a Creation Unit will be paid either in-kind
or in cash or a combination thereof, as determined by the Trust. With
respect to in-kind redemptions of the Fund, redemption proceeds for a
Creation Unit will consist of Fund Securities, as announced by the
Custodian prior to the opening of business on the Business Day of the
request for redemption received in proper form plus cash in an amount
equal to the difference between the NAV of the Shares being redeemed,
as next determined after a receipt of a request in proper form, and the
value of the Fund Securities (the ``Cash Redemption Amount''), less a
fixed redemption transaction fee and any applicable additional variable
charge. Notwithstanding the foregoing, at the Trust's discretion, an
Authorized Participant may receive the corresponding cash value of the
securities in lieu of the in-kind securities value representing one or
more Fund Securities.\19\
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    \19\ The Adviser represents that, to the extent the Trust
effects the creation or redemption of Shares wholly or partially in
cash, such transactions will be effected in the same manner for all
Authorized Participants.
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Investment Restrictions
    The Fund's investments in sovereign debt obligations and corporate
bonds, floating rate bonds and variable rate bonds will be limited to
30% of the Fund's total assets.
    The Fund's investments will be consistent with the Fund's
investment objective and will not be used to enhance leverage (although
certain derivatives and other investments may result in leverage). That
is, while the Fund will be permitted to borrow as permitted under the
1940 Act, the Fund's investments will not be used to seek performance
that is the multiple or inverse multiple (e.g., 2Xs and 3Xs) of the
Fund's primary broad-based securities benchmark index (as defined in
Form N-1A).\20\
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    \20\ The Fund's broad-based securities benchmark index will be
identified in a future amendment to the Registration Statement
following the Fund's first full calendar year of performance.
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Application of Generic Listing Requirements
    The Exchange is submitting this proposed rule change because the
portfolio for the Fund will not meet all of the ``generic'' listing
requirements of Commentary .01 to NYSE Arca Rule 8.600-E applicable to
the listing of Managed Fund Shares. The Fund's portfolio would meet all
such requirements except for those set forth in Commentary .01(a)(1)(A)
through (E) (with respect to the Fund's investments in non-exchange-
traded investment company securities) and Commentary .01(b)(3) to NYSE
Arca Rule 8.600-E with respect to the Fund's investments in Short-Term
Fixed Income Securities.\21\
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    \21\ Commentary .01(b)(3) to NYSE Arca Rule 8.600-E provides as
follows: ``An underlying portfolio (excluding exempted securities)
that includes fixed income securities shall include a minimum of 13
non-affiliated issuers, provided, however, that there shall be no
minimum number of non-affiliated issuers required for fixed income
securities if at least 70% of the weight of the portfolio consists
of equity securities as described in Commentary .01(a) above''.
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    The Fund's Short-Term Fixed Income Securities may not comply with
the requirements set forth in Commentary .01(b)(3) to NYSE Arca Rule
8.600-E. While the requirement set forth in Commentary .01(b)(3) is
intended to ensure that the Short-Term Fixed Income Securities included
in the Fund's portfolio are sufficiently diversified among non-
affiliated issuers, the Exchange believes that any concerns related to
non-compliance are mitigated by the types of instruments that the Fund
would hold. As noted above, with respect to the Fund's holdings in
Short-Term Fixed Income Securities, cash and cash equivalents, such
Fund holdings will maintain a maximum dollar-weighted average maturity
of sixty days or less and dollar-weighted average life of 120 days or
less and will have remaining maturities of 397 calendar days or less.
The Fund's Short-Term Fixed Income Securities primarily will include
those instruments that are included in the definition of cash and cash
equivalents, but are not considered cash and cash equivalents because
they have maturities of three months or longer. The Exchange believes,
however, that Short-Term Fixed Income Securities are less susceptible
than other types of fixed income instruments both to price manipulation
and volatility and that the holdings as proposed are generally
consistent with the policy concerns which Commentary .01(b)(3) is
intended to address. Because the Short-Term Fixed Income Securities
will consist generally of high-quality Short-Term Fixed Income
Securities described above, the Exchange believes that the policy
concerns that Commentary .01(b)(3) is intended to address are otherwise
mitigated and that the Fund should be permitted to hold these
securities in a manner that may not comply with such provision.
    The Adviser represents that the Fund is not a money market fund but
its investment strategy follows certain guidelines applicable to such
funds. Specifically, the Fund will only invest in Short-Term Fixed
Income Securities to maintain a maximum dollar-weighted average
maturity of sixty days or less and dollar-weighted average life of 120
days or less. The Fund will invest in Short-Term Fixed Income
Securities that have remaining maturities of 397 calendar days or less.
While the Fund will have portfolio holdings that meet the definition of
cash and cash equivalents under NYSE Arca Rule 8.600-E, Commentary
.01(c), the other assets may at times be invested in longer dated
securities, including U.S. and foreign government securities, and
corporate bonds. The exemption from the 13 non-affiliated issuer
requirement for the fixed income portion of the Fund's portfolio will
allow the Fund to invest in a limited number of Short-Term Fixed Income
Securities without having to allocate a small percentage of assets
under management to the required minimum 13 issuers.

    The Fund's investments in sovereign debt obligations and corporate
bonds, floating rate bonds and variable rate bonds will be limited to
30% of the Fund's total assets.
    All Short-Term Fixed Income Securities will comply with the
requirements of Commentary .01(b) to NYSE Arca Rule 8.600-E, except for
Commentary .01(b)(3) as described above, and the cash equivalents the
Fund may invest in will comply with the requirements of Commentary
.01(c).
    The Fund may invest in shares of investment company securities
(other than ETFs), which are equity securities. Therefore, to the
extent the Fund invests in shares of other non-exchange-traded open-end
management investment company securities, the Fund will not comply with
the requirements of Commentary .01(a)(1)(A) through (E) to NYSE Arca
Rule 8.600-E (U.S. Component Stocks) with respect to its non-exchange-
traded investment securities holdings.\22\
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    \22\ Commentary .01(a)(1) to NYSE Arca Rule 8.600-E provides
that the component stocks of the equity portion of a portfolio that
are U.S. Component Stocks shall meet the following criteria
initially and on a continuing basis: (A) Component stocks (excluding
Derivative Securities Products and Index-Linked Securities) that in
the aggregate account for at least 90% of the equity weight of the
portfolio (excluding such Derivative Securities Products and Index-
Linked Securities) each shall have a minimum market value of at
least $75 million; (B) Component stocks (excluding Derivative
Securities Products and Index-Linked Securities) that in the
aggregate account for at least 70% of the equity weight of the
portfolio (excluding such Derivative Securities Products and Index-
Linked Securities) each shall have a minimum monthly trading volume
of 250,000 shares, or minimum notional volume traded per month of
$25,000,000, averaged over the last six months; (C) The most heavily
weighted component stock (excluding Derivative Securities Products
and Index-Linked Securities) shall not exceed 30% of the equity
weight of the portfolio, and, to the extent applicable, the five
most heavily weighted component stocks (excluding Derivative
Securities Products and Index-Linked Securities) shall not exceed
65% of the equity weight of the portfolio; (D) Where the equity
portion of the portfolio does not include Non-U.S. Component Stocks,
the equity portion of the portfolio shall include a minimum of 13
component stocks; provided, however, that there shall be no minimum
number of component stocks if (i) one or more series of Derivative
Securities Products or Index-Linked Securities constitute, at least
in part, components underlying a series of Managed Fund Shares, or
(ii) one or more series of Derivative Securities Products or Index-
Linked Securities account for 100% of the equity weight of the
portfolio of a series of Managed Fund Shares; (E) Except as provided
herein, equity securities in the portfolio shall be U.S. Component
Stocks listed on a national securities exchange and shall be NMS
Stocks as defined in Rule 600 of Regulation NMS under the Securities
Exchange Act of 1934; and (F) American Depositary Receipts
(``ADRs'') in a portfolio may be exchange-traded or non-exchange-
traded. However, no more than 10% of the equity weight of a
portfolio shall consist of non-exchange-traded ADRs.
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    However, it is appropriate and in the public interest to approve
listing and trading of Shares of the Fund notwithstanding that the
Fund's holdings in such securities would not meet the requirements of
Commentary .01(a)(1)(A) through (E) to Rule 8.600-E. Investments in
other non-exchange-traded open-end management investment company
securities will not exceed 20% of the total assets of the Fund. Such
investments, which may include mutual funds that invest, for example,
principally in fixed income securities, would be utilized to help the
Fund meet its investment objective and to equitize cash in the short
term. The Fund will invest in such securities only to the extent that
those investments would be consistent with the requirements of Section
12(d)(1) of the 1940 Act and the rules thereunder.\23\ Because such
securities must satisfy applicable 1940 Act diversification
requirements, and have a net asset value based on the value of
securities and financial assets the investment company holds, it is
both unnecessary and inappropriate to apply to such investment company
securities the criteria in Commentary .01(a)(1).
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    \23\ The Commission has previously approved proposed rule
changes under Section 19(b) of the Act for series of Managed Fund
Shares that may invest in non-exchange traded investment company
securities to the extent permitted by Section 12(d)(1) of the 1940
Act and the rules thereunder. See, e.g., Securities Exchange Act
Release Nos. 86362 (July 12, 2019), 84 FR 34457 (July 18, 2019) (SR-
NYSEArca-2019-36 (Notice of Filing of Amendment No. 3 and Order
Granting Accelerated Approval of a Proposed Rule Change, as Modified
by Amendment No. 3, to List and Trade Shares of JPMorgan Income
Builder Blend ETF under NYSE Arca Rule 8.600-E); 83319 (May 24,
2018) (SR-NYSEArca-2018-15) (Order Approving a Proposed Rule Change,
as Modified by Amendment No. 1 Thereto, to Continue Listing and
Trading Shares of the PGIM Ultra Short Bond ETF Under NYSE Arca Rule
8.600-E).
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    The Exchange notes that Commentary .01(a)(1)(A) through (D) to Rule
8.600-E exclude certain ``Derivative Securities Products'' that are
exchange-traded investment company securities, including Investment
Company Units (as described in NYSE Arca Rule 5.2-E(j)(3)), Portfolio
Depositary Receipts (as described in NYSE Arca Rule 8.100-E)) and
Managed Fund Shares (as described in NYSE Arca Rule 8.600-E)).\24\ In
its 2008 Approval Order approving amendments to Commentary .01(a) to
Rule 5.2(j)(3) to exclude Derivative Securities Products from certain
provisions of Commentary .01(a) (which exclusions are similar to those
in Commentary .01(a)(1) to Rule 8.600-E), the Commission stated that
``based on the trading characteristics of Derivative Securities
Products, it may be difficult for component Derivative Securities
Products to satisfy certain quantitative index criteria, such as the
minimum market value and trading volume limitations.'' The Exchange
notes that it would be difficult or impossible to apply to mutual fund
shares certain of the generic quantitative criteria (e.g., market
capitalization, trading volume, or portfolio criteria) in Commentary
.01(a)(1) (A) through (D) applicable to U.S. Component Stocks. For
example, the requirements for U.S. Component Stocks in Commentary
.01(a)(1)(B) that there be minimum monthly trading volume of 250,000
shares, or minimum notional volume traded per month of $25,000,000,
averaged over the last six months are tailored to exchange-traded
securities (i.e., U.S. Component Stocks) and not to mutual fund shares,
which do not trade in the secondary market and for which no such volume
information is reported. In addition, Commentary .01(a)(1)(A) relating
to minimum market value of portfolio component stocks, Commentary
.01(a)(1)(C) relating to weighting of portfolio component stocks, and
Commentary .01(a)(1)(D) relating to minimum number of portfolio
components are not appropriately applied to open-end management
investment company securities; open-end investment companies hold
multiple individual securities as disclosed publicly in accordance with
the 1940 Act, and application of Commentary .01(a)(1)(A) through (D)
would not serve the purposes served with respect to U.S. Component
Stocks, namely, to establish minimum liquidity

and diversification criteria for U.S. Component Stocks held by series
of Managed Fund Shares.
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    \24\ The Commission initially approved the Exchange's proposed
rule change to exclude ``Derivative Securities Products'' (i.e.,
Investment Company Units and securities described in Section 2 of
Rule 8) and ``Index-Linked Securities (as described in Rule 5.2-
E(j)(6)) from Commentary .01(a)(A) (1) through (4) to Rule 5.2-
E(j)(3) in Securities Exchange Act Release No. 57751 (May 1, 2008),
73 FR 25818 (May 7, 2008) (SR-NYSEArca-2008-29) (Order Granting
Approval of a Proposed Rule Change, as Modified by Amendment No. 1
Thereto, to Amend the Eligibility Criteria for Components of an
Index Underlying Investment Company Units)(``2008 Approval Order'').
See also Securities Exchange Act Release No. 57561 (March 26, 2008),
73 FR 17390 (April 1, 2008) (Notice of Filing of Proposed Rule
Change and Amendment No. 1 Thereto to Amend the Eligibility Criteria
for Components of an Index Underlying Investment Company Units). The
Commission subsequently approved generic criteria applicable to
listing and trading of Managed Fund Shares, including exclusions for
Derivative Securities Products and Index-Linked Securities in
Commentary .01(a)(1)(A) through (D), in Securities Exchange Act
Release No. 78397 (July 22, 2016), 81 FR 49320 (July 27, 2016)
(Order Granting Approval of Proposed Rule Change, as Modified by
Amendment No. 7 Thereto, Amending NYSE Arca Rule 8.600-E To Adopt
Generic Listing Standards for Managed Fund Shares). See also
Amendment No. 7 to SR-NYSEArca-2015-110, available at https://www.sec.gov/comments/sr-nysearca-2015-110/nysearca2015110-9.pdf.
---------------------------------------------------------------------------

    The Exchange notes that the Commission has previously approved
listing and trading of an issue of Managed Fund Shares that may invest
in equity securities that are non-exchange-traded securities of other
open-end investment company securities notwithstanding that the fund
would not meet the requirements of Commentary .01(a)(1)(A) through (E)
to Rule 8.600-E with respect to such fund's investments in such
securities.\25\ Thus, the Exchange believes that it is appropriate to
permit the Fund to invest in non-exchange-traded open-end management
investment company securities, as described above.
---------------------------------------------------------------------------

    \25\ See note 22, supra.
---------------------------------------------------------------------------

    The Exchange notes that, other than Commentary .01(a)(1)(A) through
(E) regarding the Fund's investments in non-exchange-traded investment
company securities and Commentary .01(b)(3) to Rule 8.600-E regarding
the Fund's investments in Short-Term Fixed Income Securities, as
described above, the Fund will meet all other requirements of Rule
8.600-E.
Availability of Information
    The Fund's website (www.spdrs.com) will include a form of the
prospectus for the Fund that may be downloaded. The Fund's website will
include additional quantitative information updated on a daily basis,
including, for the Fund, (1) daily trading volume, the prior Business
Day's reported closing price, NAV and mid-point of the bid/ask spread
at the time of calculation of such NAV (the ``Bid/Ask Price''),\26\ and
a calculation of the premium and discount of the Bid/Ask Price against
the NAV, and (2) data in chart format displaying the frequency
distribution of discounts and premiums of the daily Bid/Ask Price
against the NAV, within appropriate ranges, for each of the four
previous calendar quarters. On each Business Day, before commencement
of trading in Shares in the Core Trading Session on the Exchange, the
Adviser will disclose on the Fund's website the Disclosed Portfolio for
the Fund as defined in NYSE Arca Rule 8.600-E(c)(2) that will form the
basis for the Fund's calculation of NAV at the end of the business
day.\27\
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    \26\ The Bid/Ask Price of the Fund's Shares will be determined
using the mid-point of the highest bid and the lowest offer on the
Exchange as of the time of calculation of the Fund's NAV. The
records relating to Bid/Ask Prices will be retained by the Fund and
its service providers.
    \27\ Under accounting procedures to be followed by the Fund,
trades made on the prior business day (``T'') will be booked and
reflected in NAV on the current business day (``T+1''). Accordingly,
the Fund will be able to disclose at the beginning of the Business
Day the portfolio that will form the basis for the NAV calculation
at the end of the Business Day.
---------------------------------------------------------------------------

    On a daily basis, the Fund will disclose on its website the
information regarding the Disclosed Portfolio required under NYSE Arca
Rule 8.600-E (c)(2) to the extent applicable. The Fund's website
information will be publicly available at no charge.
    Investors can also obtain the Fund's Statement of Additional
Information (``SAI''), its Shareholder Reports, its Form N-CSR and Form
N-PORT, filed quarterly, and its Form N-CEN, filed annually. The Fund's
SAI and Shareholder Reports are available free upon request from the
Trust, and those documents and the Form N-CSR and Form N-CEN may be
viewed on-screen or downloaded from the Commission's website at
www.sec.gov.
    Quotation and last sale information for the Shares and ETFs will be
available via the CTA high speed line. Quotation and last sale
information for such U.S. exchange-listed securities will be available
from the exchange on which they are listed and from major market data
vendors. Information regarding market price and trading volume for 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 information for Short-Term Fixed Income Securities and
cash equivalents may be obtained from brokers and dealers who make
markets in such securities or through nationally recognized pricing
services through subscription agreements. The U.S. dollar value of
foreign securities, instruments and currencies can be derived by using
foreign currency exchange rate quotations obtained from nationally
recognized pricing services. Price information for non-exchange-traded
investment company securities is available from major market data
vendors.
    In addition, the Portfolio Indicative Value (``PIV''), as defined
in NYSE Arca Rule 8.600-E(c)(3), will be widely disseminated by one or
more major market data vendors at least every 15 seconds during the
Core Trading Session.\28\ The dissemination of the PIV, together with
the Disclosed Portfolio, will allow investors to determine the
approximate value of the underlying portfolio of the Fund on a daily
basis and will provide a close estimate of that value throughout the
trading day.
---------------------------------------------------------------------------

    \28\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available PIVs
taken from the CTA or other data feeds.
---------------------------------------------------------------------------

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.\29\ 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 of the Fund inadvisable.
---------------------------------------------------------------------------

    \29\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

    Trading in the Shares will be subject to NYSE Arca Rule 8.600-
E(d)(2)(D), which sets forth circumstances under which Shares of the
Fund may be halted.
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 from 4:00 a.m. to 8:00 p.m. E.T. in
accordance with NYSE Arca Rule 7.34-E (Early, Core, and Late Trading
Sessions). The Exchange has appropriate rules to facilitate
transactions in the Shares during all trading sessions. 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.
    Except as described herein with respect to the generic listing
requirements in Commentary .01 to NYSE Arca Rule 8.600-E, the Shares of
the Fund will conform to the initial and continued listing criteria
under NYSE Arca Rule 8.600-E. The Exchange represents that, for initial
and continued listing, the Fund will be in compliance with Rule 10A-3
\30\ under the Act, as provided by NYSE Arca Rule 5.3-E. A minimum of
100,000 Shares of the Fund will be outstanding at the commencement of
trading on the Exchange. The Exchange will obtain a representation from
the issuer of the Shares of the Fund that the NAV and the Disclosed
Portfolio will be made

available to all market participants at the same time.
---------------------------------------------------------------------------

    \30\ 17 CFR 240 10A-3.
---------------------------------------------------------------------------

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 the Financial
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange,
which are designed to detect violations of Exchange rules and
applicable federal securities laws.\31\ 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 applicable federal securities laws.
---------------------------------------------------------------------------

    \31\ 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 ETFs with
other markets and other entities that are members of the Intermarket
Surveillance Group (``ISG''), and the Exchange or FINRA, on behalf of
the Exchange, or both, may obtain trading information regarding trading
in Shares and ETFs from such markets and other entities. In addition,
the Exchange may obtain information regarding trading in Shares and
ETFs from markets and other entities that are members of ISG or with
which the Exchange has in place a comprehensive surveillance sharing
agreement.\32\ FINRA, on behalf of the Exchange, is able to access, as
needed, trade information for certain fixed income securities held by
the Fund reported to FINRA's Trade Reporting and Compliance Engine
(``TRACE'').
---------------------------------------------------------------------------

    \32\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of the
Disclosed Portfolio for the Fund may trade on markets 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.
    All statements and representations made in this filing regarding
(a) the description of the portfolio holdings or reference assets, (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 issuer has represented to the Exchange 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).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit (``ETP'') Holders in an Information Bulletin
(``Bulletin'') of the special characteristics and risks associated with
trading the Shares of the Fund. Specifically, the Bulletin will discuss
the following: (1) The procedures for purchases and redemptions of
Shares in Creation Units (and that Shares are not individually
redeemable); (2) NYSE Arca 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) the risks involved in
trading the Shares during the Early and Late Trading Sessions when an
updated PIV will not be calculated or publicly disseminated; (4) how
information regarding the PIV and the Disclosed Portfolio is
disseminated; (5) the requirement that ETP Holders deliver a prospectus
to investors purchasing newly issued Shares prior to or concurrently
with the confirmation of a transaction; and (6) trading information.
    In addition, the Bulletin will reference that the Fund is 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 of the Fund
will be calculated after 4:00 p.m. E.T. each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \33\ that an exchange have rules that
are designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Rule 8.600-E. The
Adviser is not registered as a broker-dealer but is affiliated with a
broker-dealer and has implemented and will maintain a fire wall with
respect to such broker-dealer affiliate regarding access to information
concerning the composition and/or changes to the portfolio. 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. 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 applicable federal securities laws. The Exchange or
FINRA, on behalf of the Exchange, or both, will communicate as needed
regarding trading in the Shares and ETFs 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 from such markets and other entities.
In addition, the Exchange may obtain information regarding trading in
such securities from markets and other entities that are members of ISG
or with which the Exchange has in place a comprehensive surveillance
sharing agreement. FINRA, on behalf of the Exchange, is able to access,
as needed, trade information for certain fixed income securities held
by the Fund reported to FINRA's TRACE.
    The PIV, as defined in NYSE Arca Rule 8.600-E (c)(3), will be
widely disseminated by one or more major market data vendors at least
every 15 seconds during the Core Trading Session.
    Except as described herein, the Shares of the Fund will conform to
the initial

and continued listing criteria under NYSE Arca Rule 8.600-E. The
Exchange represents that, for initial and/or continued listing, the
Fund will be in compliance with Rule 10A-3 under the Act, as provided
by NYSE Arca Rule 5.3-E. A minimum of 100,000 Shares of the Fund will
be outstanding at the commencement of trading on the Exchange. The
Exchange will obtain a representation from the issuer of the Shares of
the Fund that the NAV per Share will be calculated daily and that the
NAV and the Disclosed Portfolio will be made available to all market
participants at the same time. In addition, a large amount of
information is publicly available regarding the Fund and the Shares,
thereby promoting market transparency. The Fund's portfolio holdings
will be disclosed on its website daily after the close of trading on
the Exchange and prior to the opening of trading on the Exchange the
following day. On a daily basis, the Fund will disclose the information
regarding the Disclosed Portfolio required under NYSE Arca Rule 8.600-E
(c)(2) to the extent applicable. The Fund's website information will be
publicly available at no charge.
    Investors can also obtain the Fund's Statement of Additional
Information (``SAI''), its Shareholder Reports, its Form N-CSR, filed
twice a year, and its Form N-CEN, filed annually. The Fund's SAI and
Shareholder Reports are available free upon request from the Trust, and
those documents and the Form N-CSR and Form N-CEN may be viewed on-
screen or downloaded from the Commission's website at www.sec.gov.
Quotation and last sale information for the Shares and ETFs will be
available via the CTA high speed line.
    With respect to the Fund's non-compliance with Commentary .01(b)(3)
(with respect to Short-Term Fixed Income Securities),\34\ the
requirement set forth in Commentary .01(b)(3) is intended to ensure
that the Short-Term Fixed Income Securities included in the Fund's
portfolio are sufficiently diversified among non-affiliated issuers,
and the Exchange believes that any concerns related to non-compliance
are mitigated by the types of instruments that the Fund would hold. The
Fund's Short-Term Fixed Income Securities primarily will include those
instruments that are included in the definition of cash and cash
equivalents, but are not considered cash and cash equivalents because
they have maturities of three months or longer. The Exchange believes,
however, that Short-Term Fixed Income Securities are less susceptible
than other types of fixed income instruments both to price manipulation
and volatility and that the holdings as proposed are generally
consistent with the policy concerns which Commentary .01(b)(3) is
intended to address. As noted above, with respect to the Fund's
holdings in Short-Term Fixed Income Securities, cash and cash
equivalents, such Fund holdings will maintain a maximum dollar-weighted
average maturity of sixty days or less and dollar-weighted average life
of 120 days or less and will have remaining maturities of 397 calendar
days or less. Because the Short-Term Fixed Income Securities will
consist generally of high-quality Short-Term Fixed Income Securities
described above, the Exchange believes that the policy concerns that
Commentary .01(b)(3) is intended to address are otherwise mitigated and
that the Fund should be permitted to hold these securities in a manner
that may not comply with such provision.
---------------------------------------------------------------------------

    \34\ See note 21, supra.
---------------------------------------------------------------------------

    As noted above, the Fund's portfolio will not meet the requirements
of Commentary .01(a)(1)(A) through (E) to Rule 8.600-E with respect to
the Fund's investments in non-exchange-traded securities of open-end
investment company securities. The Exchange believes that it is
appropriate and in the public interest to approve listing and trading
of Shares of the Fund on the Exchange notwithstanding that the Fund
would not meet the requirements of Commentary .01(a)(1)(A) through (E)
to Rule 8.600-E with respect to the Fund's investments in non-exchange-
traded securities of open-end investment company securities.
Investments in non-exchange-traded securities of open-end investment
company securities will not be principal investments of the Fund. Such
investments, which may include mutual funds that invest, for example,
principally in fixed income securities, would be utilized to help the
Fund meet its investment objective and to equitize cash in the short
term. Investments in non-exchange-traded open-end management investment
company securities will not exceed 20% of the total assets of the Fund.
    The website for the Fund will include the prospectus for the Fund
and additional data relating to NAV and other applicable quantitative
information. Moreover, prior to the commencement of trading, the
Exchange will inform its ETP Holders in an Information Bulletin of the
special characteristics and risks associated with trading the Shares of
the Fund. 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, and trading in the
Shares will be subject to NYSE Arca Rule 8.600-E(d)(2)(D), which sets
forth circumstances under which Shares of the Fund may be halted. In
addition, as noted above, investors will have ready access to
information regarding the Fund's holdings, the PIV, the Disclosed
Portfolio, and quotation and last sale information for the Shares. The
Fund's investments will be consistent with the Fund's investment
objective and will not be used to enhance leverage. That is, while the
Fund will be permitted to borrow as permitted under the 1940 Act, the
Fund's investments will not be used to seek performance that is the
multiple or inverse multiple (e.g., 2Xs and 3Xs) of the Fund's primary
broad-based securities benchmark index (as defined in Form N-1A).\35\
---------------------------------------------------------------------------

    \35\ See note 20, supra.
---------------------------------------------------------------------------

    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 actively-managed exchange-traded product and 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. In addition, as noted above, investors have ready access to
information regarding the Fund's holdings, the PIV, the Disclosed
Portfolio for the Fund, and 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 purpose of the Act. The Exchange notes that the
proposed rule change will facilitate the listing and trading of an
additional type of actively-managed exchange-traded product that holds
fixed income securities and equity securities and that will enhance
competition among market participants, 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. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2020-07, as Modified by Amendment No. 1, and Grounds for
Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Exchange Act \36\ to determine whether the proposed
rule change, as modified by Amendment No. 1, should be approved or
disapproved. Institution of such proceedings is appropriate at this
time in view of the legal and policy issues raised by the proposed rule
change. Institution of proceedings does not indicate that the
Commission has reached any conclusions with respect to any of the
issues involved. Rather, as described below, the Commission seeks and
encourages interested persons to provide comments on the proposed rule
change.
---------------------------------------------------------------------------

    \36\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Exchange Act,\37\ the
Commission is providing notice of the grounds for disapproval under
consideration. The Commission is instituting proceedings to allow for
additional analysis of the proposed rule change's consistency with
Section 6(b)(5) of the Exchange Act, which requires, among other
things, that the rules of a national securities exchange be ``designed
to prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, . . . 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.'' \38\
---------------------------------------------------------------------------

    \37\ Id.
    \38\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposed rule
change, as modified by Amendment No. 1, is consistent with Section
6(b)(5) or any other provision of the Exchange Act, or the rules and
regulations thereunder. Although there do not appear to be any issues
relevant to approval or disapproval that would be facilitated by an
oral presentation of views, data, and arguments, the Commission will
consider, pursuant to Rule 19b-4, any request for an opportunity to
make an oral presentation.\39\
---------------------------------------------------------------------------

    \39\ Section 19(b)(2) of the Exchange Act, as amended by the
Securities Act Amendments of 1975, Public Law 94-29 (June 4, 1975),
grants the Commission flexibility to determine what type of
proceeding--either oral or notice and opportunity for written
comments--is appropriate for consideration of a particular proposal
by a self-regulatory organization. See Securities Act Amendments of
1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No.
75, 94th Cong., 1st Sess. 30 (1975).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change, as modified by
Amendment No. 1, should be approved or disapproved by May 21, 2020. Any
person who wishes to file a rebuttal to any other person's submission
must file that rebuttal by June 4, 2020.
    The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in Amendment No. 1,\40\ and any other issues raised by the proposed
rule change under the Act. In particular, the Commission seeks
commenters' views regarding whether the Exchange has adequately
described the proposed investments of the Fund for the Commission to
make a determination under Section 6(b)(5) of the Act.
---------------------------------------------------------------------------

    \40\ See supra note 6.
---------------------------------------------------------------------------

    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-2020-07 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-2020-07. 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-2020-07 and should be submitted
on or before May 21, 2020. Rebuttal comments should be submitted by
June 4, 2020.
    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\41\
---------------------------------------------------------------------------

    \41\ 17 CFR 200.30-3(a)(12) & 17 CFR 200.30-3(a)(57).

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-09128 Filed 4-29-20; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 137 (Friday, July 17, 2015)]
[Notices]
[Pages 42582-42584]
[FR Doc No: 2015-17488]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75433; File No. SR-EDGA-2015-27]

Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change Related to
Fees for Use of EDGA Exchange, Inc.

July 13, 2015.
    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 July 2, 2015, EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') 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 Exchange. The
Exchange has designated the proposed rule change as one establishing or
changing a member due, fee, or other charge imposed by the Exchange
under section 19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2)
thereunder,\4\ which renders the proposed rule change effective upon
filing with the Commission. 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)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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

    The Exchange filed a proposal to amend its fees and rebates
applicable to Members \5\ of the Exchange pursuant to EDGA Rule 15.1(a)
and (c) (``Fee Schedule'') to amend fee code MT, which routes to EDGX
Exchange, Inc. (``EDGX'') using the ICMT, IOCM, ROCO or ROUC routing
strategy and removes liquidity against MidPoint Match Orders \6\ on
EDGX by: (i) Revising the description of the orders eligible to yield
fee code MT; and (ii) increasing the fee for orders yielding fee code
MT.
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    \5\ The term ``Member'' is defined as ``any registered broker or
dealer, or any person associated with a registered broker or dealer,
that has been admitted to membership in the Exchange. A Member will
have the status of a ``member'' of the Exchange as that term is
defined in section 3(a)(3) of the Act.'' See Exchange Rule 1.5(n).
    \6\ See Exchange Rule 11.8(d).
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    The text of the proposed rule change is available at the Exchange's
Web site at www.batstrading.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 Exchange 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 these 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
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes amend fee code MT, which routes to EDGX using
the ICMT, IOCM, ROCO or ROUC routing strategy and removes liquidity
against MidPoint Match Orders on EDGX by: (i) Revising the description
of the orders eligible to yield fee code MT; and (ii) increasing the
fee for orders yielding fee code MT.
Description of Fee Code MT
    The Exchange proposes to amend the description of fee code MT in
two ways. First, the Exchange proposes to replace references to
MidPoint Match Orders with MidPoint Peg Orders. This change is in
response to a proposed rule change filed with the Commission by EDGX to
align certain EDGX functionality with BATS Exchange, Inc. (``BZX'').\7\
The EDGX proposed rules change includes replacing MidPoint Match Orders
on EDGX with a MidPoint Peg Order type. Therefore, the Exchange
proposes to amend the description of fee code MT to replace the
reference to MidPoint Match Orders with MidPoint Peg Orders.
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    \7\ See SR-EDGX-2015-30 [sic] available at www.batstrading.com/regulation/rule_filings/edgx. A description of the changes proposed
in this filing may be found in BATS EDGX Exchange Modifications,
Effective July 6, 2015, available at http://cdn.batstrading.com/resources/release_notes/2015/BATS-EDGX-Exchange-Modifications-Effective-July-6-2015.pdf. [sic]
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    Second, the Exchange proposes to remove references to the ROCO and
ROUC routing strategies \8\ from the description of fee code MT. In
sum, both the ROCO and ROUC are routing strategies that check the
System \9\ for available shares and are then sent to low cost
destinations on the System routing table, which currently includes EDGX
for these routing strategies. Due to the EDGX fee increase discussed
below, both the ROCO and ROUC routing strategies will no longer be
routed to EDGX as of July 6, 2015. Therefore, the Exchange proposes to
remove references to the ROCO and ROUC routing strategies from the
description of fee code MT.
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    \8\ See Exchange Rule 11.11(g).
    \9\ See Exchange Rule 1.5(cc).
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    As a result of these two proposed changes, the description of fee
code MT will be amended to reflect that it will be appended to orders
that are that routed to EDGX using the ICMT or IOCM routing strategy
and remove liquidity against MidPoint Peg Orders resting on EDGX.
Fee Code MT Fee Change
    In securities priced at or above $1.00, the Exchange currently
assesses a fee of $0.00120 per share for Members' orders that yield fee
code MT. The Exchange proposes to amend its Fee Schedule to increase
this fee to $0.00290 per share. The proposed change would enable the
Exchange to pass through the rate that BATS Trading, Inc. (``BATS
Trading''), the Exchange's affiliated routing broker-dealer, is charged
for routing orders to EDGX when it does not qualify for a reduced fee.
The proposed change is in response to EDGX's proposed July 6, 2015 fee
change where EDGX has announced that it will delete fee code MT, under
which orders that remove liquidity against MidPoint Match Orders were
charged a fee of $0.00120 per share.\10\ As a result of EDGX deleting
its fee code MT, orders that remove liquidity at the midpoint of the
NBBO will now be charged EDGX's standard removal rate of $0.00290 per
share.\11\ When BATS Trading routes to EDGX and removes liquidity
against MidPoint Peg Orders resting on EDGX, it will now be charged a
standard rate of $0.00290 per share.\12\ BATS Trading will pass through
this rate to the Exchange and the Exchange, in turn, will pass through
to its Members.
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    \10\ See Update: BATS EDGX and EDGA Exchange Pricing Updates
Effective July 2015, available at http://cdn.batstrading.com/resources/fee_schedule/2015/BATS-EDGX-and-EDGA-Exchange-Pricing-Updates-Effective-July-2015.pdf.
    \11\ Id.
    \12\ The Exchange notes that to the extent BATS Trading does or
does not achieve any reduced fee on EDGX, its rate for fee code MT
will not change.
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Implementation Date
    The Exchange proposes to implement these amendments to its Fee
Schedule on July 6, 2015.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the objectives of section 6 of the Act,\13\ in general, and
furthers the objectives of section 6(b)(4),\14\ in particular, as it is
designed to provide for the equitable allocation of reasonable dues,
fees and other charges among its Members and other persons using its
facilities.
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    \13\ 15 U.S.C. 78f.
    \14\ 15 U.S.C. 78f(b)(4).
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Description of Fee Code MT
    The Exchange believes that its proposal to amend the description of
fee code MT represents an equitable allocation of reasonable dues,
fees, and other charges among Members and other persons using its
facilities because it updates the description of fee code MT to reflect
the scenarios under which fee code MT will be appended to an order. The
proposed changes are in response to a proposed rule change filed by
EDGX with the Commission to replace MidPoint Match Orders on EDGX with
the MidPoint Peg Order type.\15\ In addition, due to the EDGX July 6,
2015 fee change increase herein,\16\ both the ROCO and ROUC routing
strategies will no longer be routed to EDGX as of that date. The
proposal is reasonable because the updated description would reflect
the scenarios under which orders may yield fee code MT as a result of
the proposed rule and fee changes proposed by EDGX.\17\ Furthermore,
the Exchange notes that routing through BATS Trading is voluntary.
Lastly, the Exchange also believes that the proposed amendment is non-
discriminatory because it applies uniformly to all Members.
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    \15\ See supra note 7.
    \16\ See supra note 10.
    \17\ See supra notes 7 and 10.
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Fee Code MT Fee Change
    The Exchange believes that its proposal to increase the fee for
Members' orders that yield fee code MT from $0.00120 per share to
$0.00290 per share represents an equitable allocation of reasonable
dues, fees, and other charges among Members and other persons using its
facilities because the Exchange does not levy additional fees or offer
additional rebates for orders that it routes to EDGX through BATS
Trading. As of July 6, 2015, EDGX will delete its fee to remove
liquidity against MidPoint Match Orders of $0.00120 per share, thereby
charging orders that remove liquidity at the midpoint of the NBBO its
standard removal rate of $0.00290 per share.\18\ Therefore, the
Exchange believes that its proposal to pass through a fee of $0.00290
per share for orders that yield fee code MT is

equitable and reasonable because it accounts for the pricing changes on
EDGX. In addition, the proposal allows the Exchange to charge its
Members a pass-through rate for orders that are routed to EDGX.
Furthermore, the Exchange notes that routing through BATS Trading is
voluntary. Lastly, the Exchange also believes that the proposed
amendment is non-discriminatory because it applies uniformly to all
Members.
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    \18\ Id.
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    These proposed rule changes do not impose any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Act. The Exchange does not believe that any of these changes
represent a significant departure from previous pricing offered by the
Exchange or pricing offered by the Exchange's competitors.
Additionally, Members may opt to disfavor EDGA's pricing if they
believe that alternatives offer them better value. Accordingly, the
Exchange does not believe that the proposed changes will impair the
ability of Members or competing venues to maintain their competitive
standing in the financial markets. The Exchange believes that its
proposal to pass through a fee of $0.00290 per share for Members'
orders that yield fee code MT would increase intermarket competition
because it offers customers an alternative means to route to EDGX. The
Exchange believes that its proposal would not burden intramarket
competition because the proposed rate would apply uniformly to all
Members. Lastly, the Exchange does not believe the updated description
of fee code MT imposes any burden on competition as it is not designed
to have a competitive impact. Rather, it is intended to update the
description of fee code MT to reflect the scenarios under which an
order would be eligible to yield fee code MT as a result of the
proposed rule and fee changes proposed by EDGX discussed herein.\19\
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    \19\ Id.
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(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants or Others

    The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from Members or other interested
parties.

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

    The foregoing rule change has become effective pursuant to section
19(b)(3)(A) of the Act \20\ and paragraph (f) of Rule 19b-4
thereunder.\21\ 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.
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    \20\ 15 U.S.C. 78s(b)(3)(A).
    \21\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

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

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-EDGA-2015-27 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-EDGA-2015-27. 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 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 Web site 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 will also be available
for inspection and copying at the principal office of the Exchange. 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-EDGA-2015-27 and should be
submitted on or before August 7, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-17488 Filed 7-16-15; 8:45 am]
 BILLING CODE 8011-01-P


Ron Evans/RTP/USEPA/US

06/19/2008 11:13 AM

To

<EMAIL_ADDRESS><EMAIL_ADDRESS><EMAIL_ADDRESS> cc

Ron Evans/RTP/USEPA/US@EPA, <EMAIL_ADDRESS>Neal Fann/RTP/USEPA/US@EPA, Charles Fulcher/RTP/USEPA/US@EPA, Darryl Weatherhead/RTP/USEPA/US@EPA, Tom Walton/RTP/USEPA/US@EPA, Tricia Crabtree/RTP/USEPA/US@EPA, <EMAIL_ADDRESS>Al McGartland, <EMAIL_ADDRESS>Brian Heninger

Subject

revised Pb chapters for OMB

Heidi,

Here are the revised chapters Ex Summ,  1,  6 and  7, edited to reflect your comments from our discussion Tuesday afternoon and the fax you sent to us last week.   Chapter 5 will follow shortly.   As agreed on Tuesday, we are providing red line editions which should allow for your quick review.  Please let me know if you have any questions, I think we are well on our way to reaching our mutual goal of getting this and the associated memo into the docket tomorrow.

Ron Evans

Leader, Air Benefit & Cost Group

HEID/OAQPS/OAR/EPA

Mail Drop C-439-02

919-541-5488

919-541-0839 fax