[Federal Register Volume 82, Number 218 (Tuesday, November 14, 2017)]
[Notices]
[Page 52739]
[FR Doc No: 2017-24618]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4338-DR; Docket ID FEMA-2017-0001]

Georgia; Amendment No. 7 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice amends the notice of a major disaster declaration
for the State of Georgia (FEMA-4338-DR), dated September 15, 2017, and
related determinations.

DATES: This amendment was issued October 26, 2017.

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 State of Georgia is hereby amended to include the following
areas among those areas determined to have been adversely affected by
the event declared a major disaster by the President in his declaration
of September 15, 2017.

    DeKalb and Haralson Counties for Public Assistance [Categories
C-G] (already designated for debris removal and emergency protective
measures [Categories A and B], including direct federal assistance,
under the Public Assistance program).

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.

Brock Long,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2017-24618 Filed 11-13-17; 8:45 am]
BILLING CODE 9111-23-P


[Federal Register Volume 84, Number 143 (Thursday, July 25, 2019)]
[Notices]
[Pages 35910-35918]
[FR Doc No: 2019-15774]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86417; File No. SR-NYSEArca-2019-51]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change Regarding Investments of the Janus Henderson
Mortgage-Backed Securities ETF Currently Listed and Traded on the
Exchange Under NYSE Arca Rule 8.600-E

July 19, 2019.
    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 July 9, 2019, NYSE Arca, Inc. (``NYSE Arca'' or ``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 certain changes regarding investments of the
Janus Henderson Mortgage-Backed Securities ETF, shares of which are
currently listed and traded on the Exchange under NYSE Arca Rule 8.600-
E (``Managed Fund Shares''). 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 certain changes regarding investments of the
Janus Henderson Mortgage-Backed Securities ETF (``Fund''), shares
(``Shares'') of which are currently listed and traded on the Exchange
under NYSE Arca Rule 8.600-E, which governs the listing and trading of
Managed Fund Shares \4\ on the Exchange. Shares of the Fund commenced
listing and trading on the Exchange on September 12, 2018 under the
generic listing standards under Commentary .01 to NYSE Arca Rule 8.600-
E.
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    \4\ 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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    The Fund is a series of Janus Detroit Street Trust (``Trust'').\5\
Janus Capital Management LLC is the Fund's investment adviser
(``Adviser''). State Street Bank and Trust Company is the custodian and
transfer agent (``Transfer Agent'') for the Fund. ALPS

Distributors, Inc. is the distributor (``Distributor'') for the Fund's
Shares.
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    \5\ The Trust is registered under the 1940 Act. On February 28,
2019, the Trust filed with the Commission a 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. 333-207814 and 811-23112) (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 to
the Trust under the 1940 Act. See Investment Company Act Release No.
31540 (March 30, 2015) (``Exemptive Order'').
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    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.\6\ 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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    \6\ 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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Janus Henderson Mortgage-Backed Securities ETF
Principal Investments
    According to the Registration Statement, the Fund's investment
objective is to seek a high level of total return consisting of income
and capital appreciation.
    Under normal market conditions,\7\ the Fund invests at least 80% of
its net assets in a portfolio of mortgage-related fixed income
instruments of varying maturities. The mortgage-related fixed income
instruments in which the Fund may invest are the following: Residential
mortgage-backed securities (``RMBS''); commercial mortgage-backed
securities (``CMBS''); collateralized mortgage obligations (``CMOs'');
stripped mortgage-backed securities; mortgage pass-through securities;
and other securities representing an interest in or secured by or
related to mortgages, including asset-backed securities (``ABS'').\8\
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    \7\ The term ``normal market conditions'' is defined in NYSE
Arca Rule 8.600-E(c)(5).
    \8\ The Fund will typically invest in asset-backed securities
backed by pools of home equity loans and other mortgage-related
debt. Asset-backed securities are collateralized by pools of
obligations or assets. Asset-backed securities may take the form of
commercial paper, notes, or pass-through certificates and may be
structured as floaters, inverse floaters, interest-only and
principal-only obligations.
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    Under normal market conditions, the Fund will invest at least 80%
of its net assets in mortgage-related securities issued by the U.S.
government and its agencies, such as the Government National Mortgage
Association (``GNMA'' or ``Ginnie Mae''), the Federal National Mortgage
Association (``FNMA'' or ``Fannie Mae'') or the Federal Home Loan
Mortgage Corporation (``FHLMC'' or ``Freddie Mac'').
    The Fund may invest in exchange-traded funds (``ETFs'').\9\
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    \9\ 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.
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    The Fund will typically enter into ``to be announced'' or ``TBA''
commitments when purchasing mortgage-backed securities.
Other Investments
    While the Fund, under normal market conditions, will invest at
least 80% of its assets in agency mortgage-backed securities, the Fund
may invest up to 20% of its assets in the securities and financial
instruments described below.
    The Fund may hold cash and cash equivalents.\10\
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    \10\ For purposes of this filing, cash equivalents include the
securities included in Commentary .01(c) to NYSE Arca Rule 8.600-E.
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    In addition to the securities described above under Principal
Investments, the Fund may hold the following fixed income securities
(``Fixed Income Securities''):
     U.S. government securities;
     industrial development bonds
     inflation-indexed bonds, including municipal inflation-
indexed bonds and corporate inflation-indexed bonds; or in derivatives
that are linked to these securities;
     municipal lease obligations;
     pass-through securities;
     variable and floating rate obligations (including
``inverse floaters);
     subordinated or junior debt;
     corporate bonds, debentures, notes, and other similar
corporate debt instruments;
     non-agency, or privately-issued, residential and
commercial mortgage-backed securities, and other mortgage-related
securities.\11\
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    \11\ Non-agency, or privately-issued, residential and commercial
MBS, and other mortgage-related securities and other asset-backed
securities are referred to herein as ``Private ABS/MBS''.
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    The Fund may enter into mortgage dollar rolls and may invest in to-
be-announced transactions (``TBA'').
    The Fund may enter into short sales of any securities in which the
Fund may invest.
    The Fund may hold the following listed derivative instruments:
Futures, options (including options on futures), and swaps on
commodities, currencies, U.S. and non-U.S. equity securities, fixed
income securities as defined in Commentary .01(b) to Rule 8.600-E,
interest rates, U.S. Treasuries, or a basket or index of any of the
foregoing. Such listed derivatives will comply with the criteria in
Commentary .01(d) of NYSE Arca Rule 8.600-E.
    The Fund may hold the following over-the-counter (``OTC'')
derivative instruments: Forwards, options, and OTC total return swaps
on commodities, currencies, U.S. and non-U.S. equity securities, fixed
income securities as defined in Commentary .01(b) to Rule 8.600-E,
interest rates, or a basket or index of any of the foregoing. The Fund
also may hold OTC credit default swaps.
    The Fund may enter into OTC options on swap agreements
(``swaptions'').
    The Fund may invest in securities of non-exchange-traded investment
company securities, subject to applicable limitations under Section
12(d)(1) of the 1940 Act.

    The Fund may invest in private placements, restricted securities
and Rule 144A securities.
    The Fund will not invest in securities or other financial
instruments that have not been described in this proposed rule change.
Other Restrictions
    The Fund's investments, including derivatives, will be consistent
with the Fund's investment objective and will not be used to enhance
leverage (although certain derivatives and other investments may result
in leverage). That is, 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).\12\
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    \12\ 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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The Fund's Use of Derivatives
    Investments in derivative instruments will be made in accordance
with the Fund's investment objective and policies.
    To limit the potential risk associated with such transactions, the
Fund will enter into offsetting transactions or segregate or
``earmark'' assets determined to be liquid by the Adviser in accordance
with procedures established by the Trust's Board of Trustees (the
``Board''). In addition, the Fund has included appropriate risk
disclosure in its offering documents, including leveraging risk.
Leveraging risk is the risk that certain transactions of the Fund,
including the Fund's use of derivatives, may give rise to leverage,
causing the Fund to be more volatile than if it had not been leveraged.
Creation and Redemption of Shares
    According to the Registration Statement, the Trust will issue and
redeem Shares only in Creation Units of at least 25,000 Shares on a
continuous basis at their NAV per Share next determined after receipt
of an order on any business day. The size of a Creation Unit is subject
to change. The consideration for purchase of Creation Units of the Fund
generally consists of cash. If creations are not conducted in cash, the
consideration for purchase of Creation Units of the Fund generally
consists of the in-kind deposit of a designated portfolio of securities
(including any portion of such securities for which cash may be
substituted) (``Deposit Securities'') and the Cash Component computed
as described below. Together, the Deposit Securities and the Cash
Component constitute the ``Fund Deposit,'' which will be applicable to
creation requests received in proper form. The Fund Deposit represents
the minimum initial and subsequent investment amount for a Creation
Unit of a Fund.
    The ``Cash Component'' is an amount equal to the difference between
the NAV of the Shares (per Creation Unit) and the ``Deposit Amount,''
which is an amount equal to the market value of the Deposit Securities,
and serves to compensate for any differences between the NAV per
Creation Unit and the Deposit Amount.
    Janus Capital makes available through the National Securities
Clearing Corporation (``NSCC'') on each business day prior to the
opening of business on the Exchange, the list of names and the required
number or par value of each Deposit Security and the amount of the Cash
Component to be included in the current Fund Deposit (based on
information as of the end of the previous business day for the Fund).
Such Fund Deposit is applicable to purchases of Creation Units of
Shares of the Fund until such time as the next-announced Fund Deposit
is made available.
    The Fund reserves the right to permit or require the substitution
of a ``cash in lieu'' amount to be added to the Cash Component to
replace any Deposit Security that may not be available in sufficient
quantity for delivery or that may not be eligible for transfer through
Depository Trust Company (``DTC'') or the Clearing Process (as
discussed below). The Fund also reserves the right to permit or require
a ``cash in lieu'' amount in certain circumstances, including
circumstances in which (i) the delivery of the Deposit Security by the
Authorized Participant (as described below) would be restricted under
applicable securities or other local laws or (ii) the delivery of the
Deposit Security to the Authorized Participant would result in the
disposition of the Deposit Security by the Authorized Participant
becoming restricted under applicable securities or other local laws, or
in certain other situations.
Procedures for Creating Creation Units
    To be eligible to place orders with the Distributor and to create 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'') or (ii) a DTC Participant, and must have executed
an agreement with the Distributor, with respect to creations and
redemptions of Creation Units (``Authorized Participant Agreement''). A
Participating Party or DTC Participant who has executed an Authorized
Participant Agreement is referred to as an ``Authorized Participant.''
Creation Units may be purchased only by or through a DTC Participant
that has entered into an Authorized Participant Agreement with the
Distributor.
Purchase Orders
    To initiate an order for a Creation Unit, an Authorized Participant
must submit to the Distributor or its agent an irrevocable order to
purchase Shares of the Fund, in proper form, by the ``Cutoff Time'' (as
defined below).
    An Authorized Participant must submit an irrevocable order to
purchase Shares of the Fund generally before 3:00 p.m. (``Cutoff
Time''), Eastern time (``E.T.'') on any business day in order to
receive that day's NAV. Purchase orders and redemption requests, if
accepted by the Trust, will be processed based on the NAV next
determined after such acceptance.
Redemption of Creation Units
    Shares of the Fund may be redeemed by Authorized Participants only
in Creation Units at their NAV next determined after receipt of a
redemption request in proper form by the Transfer Agent or its agent
and only on a business day.
    Janus Capital will make available through the NSCC, prior to the
opening of business on the Exchange (currently 9:30 a.m. E.T.) on each
business day, the designated portfolio of securities (including any
portion of such securities for which cash may be substituted) that will
be applicable to redemption requests received in proper form on that
day (``Fund Securities''), and an amount of cash (the ``Cash Amount,''
as described below). Fund Securities received on redemption may not be
identical to Deposit Securities that are applicable to creations of
Creation Units.
    The redemption proceeds for a Creation Unit generally consist of
Fund Securities, plus the Cash Amount, which is an amount equal to the
difference between the net asset value of the Shares being redeemed, as
next determined after the receipt of a redemption request in proper
form, and the value of Fund Securities, less a redemption transaction
fee.
    The Trust may, in its sole discretion, substitute a ``cash in
lieu'' amount to replace any Fund Security. The Trust also reserves the
right to permit or

require a ``cash in lieu'' amount in certain circumstances. The amount
of cash paid out in such cases will be equivalent to the value of the
substituted security listed as a Fund Security. In the event that the
Fund Securities have a value greater than the NAV of the Shares, a
compensating cash payment equal to the difference is required to be
made by or through an Authorized Participant by the redeeming
shareholder. The Fund generally redeems Creation Units in Fund
Securities, plus any Cash Amount due.
Cash Redemption Method
    Although the Trust will not ordinarily permit partial or full cash
redemptions of Creation Units of the Fund, when partial or full cash
redemptions of Creation Units are available or specified they will be
effected in essentially the same manner as in-kind redemptions thereof.
In the case of partial or full cash redemption, the Authorized
Participant receives the cash equivalent of the Fund Securities it
would otherwise receive through an in-kind redemption, plus the same
Cash Amount to be paid to an in-kind redeemer.\13\
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    \13\ The Adviser represents that, to the extent the Trust
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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Placement of Redemption Orders
    Redemption requests for Creation Units of the Fund must be
submitted to the Transfer Agent by or through an Authorized
Participant. An Authorized Participant must submit an irrevocable
request to redeem Shares of the Fund generally before 3:00 p.m., E.T.
on any business day, in order to receive that day's NAV.
Disclosed Portfolio
    The Fund's disclosure of derivative positions in the applicable
Disclosed Portfolio includes information that market participants can
use to value these positions intraday. 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.
Impact on Arbitrage Mechanism
    The Adviser believes there will be minimal impact to the arbitrage
mechanism as a result of the use of derivatives. Market makers and
participants should be able to value derivatives as long as the
positions are disclosed with relevant information. The Adviser believes
that the price at which Shares trade will continue to be disciplined by
arbitrage opportunities created by the ability to purchase or redeem
Shares at their NAV, which should ensure that Shares will not trade at
a material discount or premium in relation to their NAV.
    The Adviser does not believe there will be any significant impacts
to the settlement or operational aspects of the Fund's arbitrage
mechanism due to the use of derivatives. Because derivatives generally
are not eligible for in-kind transfer, they will typically be
substituted with a ``cash in lieu'' amount when the Fund processes
purchases or redemptions of creation units in-kind.
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) \14\
and Commentary .01(b)(4) \15\ to NYSE Arca Rule 8.600-E.
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    \14\ Commentary .01(a) to Rule 8.600-E specifies the equity
securities accommodated by the generic criteria in Commentary
.01(a), namely, U.S. Component Stocks (as described in Rule 5.2-
E(j)(3)) and Non-U.S. Component Stocks (as described in Rule 5.2-
E(j)(3)). Commentary .01(a)(1) to Rule 8.600-E (U.S. Component
Stocks) 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; and
    (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.
    \15\ Commentary .01(b)(4) provides that component securities
that in the aggregate account for at least 90% of the fixed income
weight of the portfolio must be either: (a) From issuers that are
required to file reports pursuant to Sections 13 and 15(d) of the
Act; (b) from issuers that have a worldwide market value of its
outstanding common equity held by non-affiliates of $700 million or
more; (c) from issuers that have outstanding securities that are
notes, bonds debentures, or evidence of indebtedness having a total
remaining principal amount of at least $1 billion; (d) exempted
securities as defined in Section 3(a)(12) of the Act; or (e) from
issuers that are a government of a foreign country or a political
subdivision of a foreign country.
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    The Fund will not comply with the requirements in Commentary
.01(b)(4) to Rule 8.600-E that component securities that in the
aggregate account for at least 90% of the fixed income weight of the
portfolio meet one of the criteria specified in Commentary .01(b)(4),
because certain Private ABS/MBS by their nature cannot satisfy the
criteria in Commentary .01(b)(4).\16\ Instead, the Exchange proposes
that the Fund's investments in Fixed Income Securities other than
Private ABS/MBS will be required to comply with the requirements of
Commentary .01(b)(4). The Exchange believes that excluding Private ABS/
MBS from the 90% calculation in Commentary .01(b)(4) is consistent with
the Act because the Fund's portfolio will minimize the risk to the
overall Fund associated with any particular holding of the Fund as a
result of the diversification provided by the investments and the
Adviser's selection process, which closely monitors investments to
ensure maintenance of credit and liquidity standards. Further, the
Exchange believes that this alternative limitation is appropriate
because Commentary .01(b)(4) to Rule 8.600-E is not designed for
structured finance vehicles such as Private ABS/MBS.
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    \16\ Private ABS/MBS are generally issued by special purpose
vehicles in amounts smaller than the minimum dollar threshold set
forth in Commentary .01(b)(4), so the criteria in Commentary
.01(b)(4) to Rule 8.600-E regarding an issuer's market
capitalization and the remaining principal amount of an issuer's
securities are typically unavailable with respect to Private ABS/
MBS, even though such Private ABS/MBS may own significant assets.
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    The Exchange notes that the Commission has previously approved

the listing of Managed Fund Shares with similar investment objectives
and strategies without imposing requirements that a certain percentage
of such funds' securities meet one of the criteria comparable to those
set forth in Commentary .01(b)(4).\17\
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    \17\ See, e.g., Exchange Act Release Nos. 67894 (September 20,
2012), 77 FR 59227 (September 26, 2012) (SR-BATS-2012-033) (order
approving the listing and trading of shares of the iShares Short
Maturity Bond Fund); 70342 (September 6, 2013), 78 FR 56256
(September 12, 2013) (SR-NYSEArca-2013-71) (order approving the
listing and trading of shares of the SPDR SSgA Ultra Short Term Bond
ETF, SPDR SSgA Conservative Ultra Short Term Bond ETF and SPDR SSgA
Aggressive Ultra Short Term Bond ETF). See also, Securities Exchange
Act Release Nos. 84047 (September 6, 2018), 83 FR 46200 (September
12, 2018) (SR-NASDAQ-2017-128) (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 the
Western Asset Total Return ETF); 85022 (January 31, 2019), 25 FR
2265 (February 6, 2019) (SR-NASDAQ-2018-080) (Notice of Filing of
Amendment No. 3 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment Nos. 1, 2 and 3, To
List and Trade Shares of the BrandywineGLOBAL-Global Total Return
ETF).
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    The Fund may invest in non-exchange-traded investment company
securities, which are equity securities. Because such securities have a
net asset value based on the value of securities and financial assets
the investment company holds, the Exchange believes it is both
unnecessary and inappropriate to apply to such investment company
securities the criteria in Commentary .01(a)(1).\18\
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    \18\ 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. See, e.g., Securities Exchange Act Release No. 85244
(March 4, 2019), 84 FR 8553 (March 8, 2019) (SR-NYSEArca-2018-82)
(Order Granting Approval of a Proposed Rule Change, as Modified by
Amendment Nos. 1 and 2, Regarding Certain Changes Relating to
Investments of the PGIM Active High Yield Bond ETF).
---------------------------------------------------------------------------

    The Exchange notes that the Commission has previously approved the
listing of Managed Fund Shares with similar investment objectives and
strategies where such funds were permitted to invest in the shares of
other registered investment companies that are not ETFs or money market
funds.\19\
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    \19\ See, e.g., Securities Exchange Act Release Nos. 79053
(October 5, 2016), 81 FR 70468 (October 12, 2016) (SR-BatsBZX-2016-
35) (permitting the JPMorgan Global Bond Opportunities ETF to invest
in ``investment company securities that are not ETFs''); 74297
(February 18, 2015), 80 FR 9788 (February 24, 2015) (SR-BATS-2014-
056) (permitting the U.S. Fixed Income Balanced Risk ETF to invest
in ``exchange traded and non-exchange traded investment companies
(including investment companies advised by the Adviser or its
affiliates) that invest in such Fixed Income Securities''); 83319
(May 24, 2018), 83 FR 25097 (May 31, 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 Adviser represents that the proposed exceptions from the
requirements of Commentary .01 to Rule 8.600-E described above are
consistent with the Fund's investment objective, and will further
assist the Adviser to achieve such investment objective. Deviations
from the generic requirements are necessary for the Fund to achieve its
investment objective in a manner that is cost-effective and that
maximizes investors' returns. Further, the proposed alternative
requirements are narrowly tailored to allow the Fund to achieve its
investment objective in manner that is consistent with the principles
of Section 6(b)(5) of the Act. As a result, it is in the public
interest to approve listing and trading of Shares of the Fund on the
Exchange pursuant to the requirements set forth herein.
    The Exchange notes that, other than Commentary .01(a) and (b)(4) to
Rule 8.600-E, as described above, the Fund's portfolio will meet all
other requirements of Rule 8.600-E.
Availability of Information
    The Fund's website (www.janus henderson.com), which is publicly
available, includes a form of the prospectus for the Fund that may be
downloaded. The Fund's website includes 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''),\20\ 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 discloses 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.\21\
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    \20\ 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 are retained by the Fund and/or
its service providers.
    \21\ Under accounting procedures to be followed by the Fund,
trades made on the prior business day (``T'') are booked and
reflected in NAV on the current business day (``T+1''). Accordingly,
the Fund is 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.
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    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder
Reports are available free upon request from the Trust, and those
documents and the Form N-CSR and Form N-SAR 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. Price information for U.S. and
foreign exchange-traded futures and options on futures will be
available from the exchange on which they are listed. Quotation and
last sale information for exchange-listed options cleared via the
Options Clearing Corporation will be available via the Options Price
Reporting Authority. Information regarding market price and trading
volume for the Shares is 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 are published daily in the
financial section of newspapers.
    Quotation information for RMBS, CMBS, CMOs, ABS, OTC options, cash
equivalents, swaps, swaptions, and Fixed Income Securities may be
obtained from brokers and dealers who make markets in such securities
or through nationally recognized pricing services through subscription
agreements. Price information for OTC derivative instruments, OTC
credit default swaps, 144A securities, private placement securities and
restricted 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), is widely disseminated by one or more
major market data vendors at least every 15 seconds during the Core
Trading Session.\22\ The dissemination of the PIV, together with the
Disclosed Portfolio, allows investors to determine the approximate
value of the underlying portfolio of the Fund on a daily basis and
provides a close estimate of that value throughout the trading day.
---------------------------------------------------------------------------

    \22\ 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.

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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.\23\ 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.
---------------------------------------------------------------------------

    \23\ 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, the Shares of the Fund will conform to
the continued listing criteria under NYSE Arca Rule 8.600-E. The
Exchange represents that, for continued listing, the Fund will be in
compliance with Rule 10A-3 \24\ under the Act, as provided by NYSE Arca
Rule 5.3-E. The Exchange has obtained 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.
---------------------------------------------------------------------------

    \24\ 17 CFR 240 10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares is 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.\25\ 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.
---------------------------------------------------------------------------

    \25\ 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, ETFs, certain
futures, and certain exchange-traded options 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 such securities
and financial instruments from such markets and other entities. In
addition, the Exchange may obtain information regarding trading in such
securities and financial instruments from markets and other entities
that are members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.\26\ 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'').
---------------------------------------------------------------------------

    \26\ 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 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 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
    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) \27\ 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.
---------------------------------------------------------------------------

    \27\ 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, ETFs, certain futures, and certain
exchange-traded options 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 financial instruments from such markets and other
entities. In addition, the Exchange may obtain information regarding
trading in such securities and financial instruments 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.
    Except as described herein, the Shares of the Fund will conform to
the continued listing criteria under NYSE Arca Rule 8.600-E. The
Exchange represents that, for continued listing, the Fund will be in
compliance with Rule 10A-3 under the Act, as provided by NYSE Arca Rule
5.3-E. The Exchange has obtained a representation from the issuer of
the Shares of the Fund that the NAV per Share is calculated daily and
that the NAV and the Disclosed Portfolio are 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
are 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 discloses 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 is
publicly available at no charge.
    Investors can also obtain the Trust's SAI, the Fund's Shareholder
Reports, and its Form N-CSR and Form N-SAR, filed twice a year. The
Trust's SAI and Shareholder Reports are available free upon request
from the Trust, and those documents and the Form N-CSR and Form N-SAR
may be viewed on-screen or downloaded from the Commission's website at
www.sec.gov.
    The website for the Fund includes a form of the prospectus for the
Fund and additional data relating to NAV and other applicable
quantitative information. 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 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, including derivatives, will be
consistent with the Fund's investment objective and will not be used to
enhance leverage (although certain derivatives and other investments
may result in leverage). That is, 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).
    With respect to the Fund's investment in Private ABS/MBS, the
proposed non-compliance with the requirements in Commentary .01(b)(4)
to Rule 8.600-E that component securities that in the aggregate account
for at least 90% of the fixed income weight of the portfolio meet one
of the criteria specified in Commentary .01(b)(4) is appropriate
because certain Private ABS/MBS by their nature cannot satisfy the
criteria in Commentary .01(b)(4). Instead, the Exchange proposes that
the Fund's investments in Fixed Income Securities other than Private
ABS/MBS will be required to comply with the requirements of Commentary
.01(b)(4), and Private ABS/MBS will be limited to 20% of the weight of
the Fund's portfolio. The Exchange believes that excluding Private ABS/
MBS from the 90% calculation in Commentary .01(b)(4) is consistent with
the Act because the Fund's portfolio will minimize the risk to the
overall Fund associated with any particular holding of the Fund as a
result of the diversification provided by the investments and the
Adviser's selection process, which closely monitors investments to
ensure maintenance of credit and liquidity standards. Further, the
Exchange believes that this alternative limitation is appropriate
because Commentary .01(b)(4) to Rule 8.600-E is not designed for
structured finance vehicles such as Private ABS/MBS.
    The Exchange notes that the Commission has previously approved the
listing of Managed Fund Shares with similar investment objectives and
strategies without imposing requirements that a certain percentage of
such funds' securities meet one of the criteria set forth in Commentary
.01(b)(4).\28\
---------------------------------------------------------------------------

    \28\ See note 17, supra.
---------------------------------------------------------------------------

    The Fund may invest in shares of non-exchange-traded open-end
management investment company securities, which are equity securities.
Therefore, the Fund will not comply with the requirements of Commentary
.01(a)(1) to NYSE Arca Rule 8.600-E (U.S. Component Stocks) with
respect to its equity securities holdings. 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. The Fund's investment in shares of non-exchange-traded open-
end management investment company securities will be utilized in order
to obtain income on short-term cash balances while awaiting attractive
investment opportunities, to provide liquidity in preparation for
anticipated redemptions or for defensive purposes, which will allow the
Fund to obtain the benefits of a more diversified portfolio available
in the shares of non-exchange-traded open-end management investment
company securities than might otherwise be available. Moreover, 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. 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).
    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) 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.
    The Exchange accordingly 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 (D) and (b)(4) to Rule
8.600-E. The Exchange notes that, other than Commentary .01(a)(1) and
(b)(4) to Rule 8.600-E, the Fund's portfolio will meet all other
requirements of Rule 8.600-E.
    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
principally holds fixed income securities and derivatives and that will
enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Exchange has in
place surveillance procedures relating to trading in the Shares of the
Fund 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 of the Fund.

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
principally holds fixed income securities and derivatives 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. 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-2019-51 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2019-51. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2019-51 and

should be submitted on or before August 15, 2019.
---------------------------------------------------------------------------

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

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-15774 Filed 7-24-19; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 207 (Tuesday, October 27, 2015)]
[Notices]
[Pages 65841-65842]
[FR Doc No: 2015-27217]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76209; File No. SR-CBOE-2015-090]

Self-Regulatory Organizations; Chicago Board Options Exchange,
Incorporated; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend the Fees Schedule

October 21, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on October 8, 2015, Chicago Board Options Exchange,
Incorporated (the ``Exchange'' or ``CBOE'') filed with the Securities
and Exchange Commission (the ``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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend its Fees Schedule. The text of the
proposed rule change is available on the Exchange's Web site (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's
Office of the Secretary, 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 amend its Fees Schedule \4\. On May 11,
2015, the Exchange launched an updated version of the Floor Broker
Workstation (``FBW''), (i.e., ``FBW2''). Currently, the Fees Schedule
provides that for every FBW login a TPH has, the FBW2 monthly fee \5\
is waived for the months of July 2015 through September 2015 on a one-
to-one basis.\6\ The Exchange

waived the FBW2 fee on a one-to-one basis because it had anticipated
new features being launched on FBW2 in August 2015 and the Exchange
wanted to encourage FBW users to begin (or continue) transitioning to
FBW2 logins while waiting for the new features. Additionally, the
Exchange wanted to provide additional time to become acclimated to FBW2
while at the same time being able to use FBW login IDs. The Exchange
notes that certain new features on FBW2 have still not be launched and
the Exchange anticipates launching such features by the end of the
year. As such, the Exchange wishes to extend the FBW2 monthly fee
waiver on a one-to-one basis through December 31, 2015. The Exchange
therefore proposes to delete now outdated language and provide that for
every FBW login a TPH has, the FBW2 fee will be waived for the months
of October 2015 through December 2015 on a one-to-one basis.
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    \4\ The Exchange initially filed the proposed fee change on
September 30, 2015 (SR-CBOE-2015-082). On October 8, 2015, the
Exchange withdrew that filing and submitted this filing.
    \5\ The monthly fee for FBW2 is the same as the FBW fee (i.e.,
$400 per month (per login ID)).
    \6\ For example, if a TPH has two FBW logins and two FBW2
logins, the total monthly fee would be $800 ($400 for each FBW
login). Another example is if a TPH has two FBW logins and three
FBW2 logins, the total monthly fee would be $1200 ($400 for each FBW
login and $400 for the additional FBW2 login).
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\7\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \8\ requirements that the rules of an exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitation
transactions in securities, 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. Additionally,
the Exchange believes the proposed rule change is consistent with
Section 6(b)(4) of the Act,\9\ which requires that Exchange rules
provide for the equitable allocation of reasonable dues, fees, and
other charges among its Trading Permit Holders and other persons using
its facilities.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
    \9\ 15 U.S.C. 78f(b)(4).
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    In particular, the Exchange believes it is reasonable to provide a
waiver of FBW2 fees for each FBW login a TPH has through December 2015
because it encourages users to use and become familiar with the updated
FBW2 login IDs while waiting for certain features to be implemented on
FBW2. Additionally, the Exchange notes the proposed rule change
provides users additional time to become familiar with and fully
acclimated to the new FBW functionality. The Exchange believes the
proposed changes are equitable and not unfairly discriminatory because
it applies to all users of FBW2.

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, because it applies to all
users of FBW2 and because the Exchange wants to encourage the use of
FBW2 login IDs while users wait for new features to be added. The
Exchange believes this proposal will not cause an unnecessary burden on
intermarket competition because the proposal only affects trading on
CBOE. To the extent that the proposed changes make CBOE a more
attractive marketplace for market participants at other exchanges, such
market participants are welcome to become CBOE market participants.

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
proposed rule change.

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 \10\ and paragraph (f) of Rule 19b-4 \11\
thereunder. At any time within 60 days of the filing of such rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 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-CBOE-2015-090 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-CBOE-2015-090. 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 20549-1090, on official business days between the hours of 10 a.m.
and 3 p.m. Copies of the filing will also be available for inspection
and copying at the principal offices 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-CBOE-2015-090 and should be
submitted on or before November 17, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-27217 Filed 10-26-15; 8:45 am]
BILLING CODE 8011-01-P