[Federal Register Volume 84, Number 201 (Thursday, October 17, 2019)]
[Notices]
[Pages 55608-55616]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-22600]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87286; File No. SR-CboeBZX-2019-076]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To
List and Trade Shares of the Clearbridge Small Cap Value ETF Under
Currently Proposed Rule 14.11(k)
October 10, 2019.
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 September 26, 2019, Cboe BZX Exchange, Inc. (``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission
(``Commission'') a proposed rule change, and on October 9, 2019, the
Exchange filed Amendment No. 1 to the proposed rule change, which
amended and replaced the proposed rule change in its entirety. The
proposed rule change, as modified by Amendment No. 1, is described in
Items I, II, and III below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change, as modified by Amendment No. 1, from
interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 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 a rule change to list and trade shares of the
Clearbridge Small Cap Value ETF under currently proposed Rule 14.11(k).
The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary,
[[Page 55609]]
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 aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
This Amendment No. 1 to SR-CboeBZX-2019-076 amends and replaces in
its entirety the proposal as originally submitted on September 26,
2019. The Exchange submits this Amendment No. 1 in order to clarify
certain points and add additional details to the proposal.
The Exchange has submitted a proposal and two subsequent amendments
to add new Rule 14.11(k) for the purpose of permitting the listing and
trading of Managed Portfolio Shares, which are securities issued by an
actively managed open-end management investment company.\3\ Proposed
Rule 14.11(k)(2)(A) would require the Exchange to file separate
proposals under Section 19(b) of the Act before listing and trading any
series of Managed Portfolio Shares on the Exchange. As such, the
Exchange is submitting this proposal in order to list and trade shares
of the Clearbridge Small Cap Value Fund (the ``Fund'') under proposed
Rule 14.11(k).
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\3\ As proposed, the term ``Managed Portfolio Share'' means a
security that (a) represents an interest in an investment company
registered under the Investment Company Act of 1940 (``Investment
Company'') organized as an open-end management investment company,
that invests in a portfolio of securities selected by the Investment
Company's investment adviser consistent with the Investment
Company's investment objectives and policies; (b) is issued in a
Creation Unit, or multiples thereof, in return for a designated
portfolio of instruments (and/or an amount of cash) with a value
equal to the next determined net asset value and delivered to the
Authorized Participant (as defined in the Investment Company's Form
N-1A filed with the SEC) through a Confidential Account; (c) when
aggregated into a Redemption Unit, or multiples thereof, may be
redeemed for a designated portfolio of instruments (and/or an amount
of cash) with a value equal to the next determined net asset value
delivered to the Confidential Account for the benefit of the
Authorized Participant; and (d) the portfolio holdings for which are
disclosed within at least 60 days following the end of every
calendar quarter. See Securities Exchange Act Release No. 86157
(June 19, 2019), 84 FR 29892 (June 25, 2019) and 87062 (September
23, 2019) (SR-CboeBZX-2019-047) (the ``Proposal'').
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Description of the Fund and the Trust
The shares of the Fund (the ``Shares'') will be issued by Precidian
ETF Trust II (the ``Trust''), a statutory trust organized under the
laws of the State of Delaware and registered with the Commission as an
open-end management investment company.\4\ The investment adviser to
the Trust will be Precidian Funds LLC (the ``Adviser''). The Sub-
Adviser to the Fund will be ClearBridge Investments, LLC (the ``Sub-
Adviser'' or ``ClearBridge''). Legg Mason Investor Services, LLC (the
``Distributor'') will serve as the distributor of the Fund's Shares.
All statements and representations made in this filing regarding the
description of the portfolio or reference assets, limitations on
portfolio holdings or reference assets, dissemination and availability
of the Verified Intraday Indicative Value (``VIIV''),\5\ reference
assets, and intraday indicative values, and the applicability of
Exchange rules shall constitute continued listing requirements for
listing the Shares on the Exchange, as provided under proposed Rule
14.11(a).
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\4\ The Trust is registered under the 1940 Act. The Trust plans
to file a registration statement on Form N-1A relating to the Fund
(the ``Registration Statement''). An order granting exemptive relief
to the Trust was issued on May 20, 2019 (File No. 812-14405) (the
``Exemptive Order''). Investments made by the Fund will comply with
the conditions set forth in the Exemptive Order. The description of
the operation of the Trust and the Fund herein is based, in part, on
the Exemptive Order. The Exemptive Order specifically notes that
``granting the requested exemptions is appropriate in and consistent
with the public interest and consistent with the protection of
investors and the purposes fairly intended by the policy and
provisions of the Act. It is further found that the terms of the
proposed transactions, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned, and that the proposed transactions
are consistent with the policy of each registered investment company
concerned and with the general purposes of the Act.'' See Investment
Company Act Release Nos. 33440 and 33477.
\5\ Proposed Rule 14.11(k)(3)(B) defines the term VIIV as the
indicative value of a Managed Portfolio Share based on all of the
holdings of a series of Managed Portfolio Shares as of the close of
business on the prior business day and, for corporate actions, based
on the applicable holdings as of the opening of business on the
current business day, priced and disseminated in one second
intervals during Regular Trading Hours by the Reporting Authority.
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Proposed Rule 14.11(k)(2)(D) provides that if the investment
adviser to the Investment Company issuing Managed Portfolio Shares is
registered as a broker-dealer or is affiliated with a broker-dealer,
such investment adviser will erect and maintain a ``fire wall'' between
the investment adviser and personnel of the broker-dealer or broker-
dealer affiliate, as applicable, with respect to access to information
concerning the composition and/or changes to such Investment Company
portfolio and/or Creation Basket.\6\ Any person related to the
investment adviser or Investment Company who makes decisions pertaining
to the Investment Company's portfolio composition or has access to
information regarding the Investment Company's portfolio composition,
Creation Basket, or changes thereto, must be subject to procedures
designed to prevent the use and dissemination of material nonpublic
information regarding the applicable Investment Company portfolio or
Creation Basket.\7\ Proposed Rule 14.11(k)(2)(D) is similar to Rule
14.11(c)(5)(A)(i), related to Index Fund Shares, except that proposed
Rule 14.11(k)(2)(D) relates to the establishment of a ``fire wall''
between the investment adviser and the broker-dealer as applicable to
an Investment Company's portfolio and Creation Basket, not an
underlying benchmark index, as is the case with index-based funds.
Proposed Rule 14.11(k)(2)(D) is also similar to Rule 14.11(i)(7),
related
[[Page 55610]]
to Managed Fund Shares, except that proposed Rule 14.11(k)(2)(D)
relates to the establishment of a ``fire wall'' between the investment
adviser and the broker-dealer as applicable to an Investment Company's
portfolio and Creation Basket, and not just the underlying portfolio,
as is the case with Managed Fund Shares. The Adviser is not registered
as a broker-dealer or affiliated with a broker-dealer. The Sub-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 regarding access to information
concerning the composition and/or changes to the Fund's portfolio and
Creation Basket.
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\6\ Proposed Rule 14.11(k)(3)(E) defines the term ``Creation
Basket'' as on any given business day the names and quantities of
the specified instruments that are required for an AP Representative
to deposit in-kind on behalf of an Authorized Participant in
exchange for a Creation Unit and the names and quantities of the
specified instruments that will be transferred in-kind to an AP
Representative on behalf of an Authorized Participant in exchange
for a Redemption Unit, which will be identical and will be
transmitted to each AP Representative before the commencement of
trading.
\7\ 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, the Sub-Adviser, and their
respective related personnel will be subject to the provisions of
Rule 204A-1 under the Advisers Act relating to codes of ethics. This
Rule requires investment advisers to adopt a code of ethics that
reflects the fiduciary nature of the relationship to clients as well
as compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violations, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
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In the event (a) the Adviser or Sub-Adviser becomes registered as a
broker-dealer or becomes newly affiliated with a broker-dealer, or (b)
any new adviser or sub-adviser is a registered broker-dealer or becomes
affiliated with a broker-dealer, it will implement and maintain a fire
wall with respect to its relevant personnel or its broker-dealer
affiliate regarding access to information concerning the composition
and/or changes to the portfolio and the Creation Basket, and will be
subject to procedures designed to prevent the use and dissemination of
material non-public information regarding such portfolio or Creation
Basket.
Further, proposed Rule 14.11(k)(2)(E) requires that any person or
entity, including an AP Representative, custodian, pricing verification
agent, reporting authority, distributor, or administrator, who has
access to information regarding the Investment Company's portfolio
composition, the Creation Basket, or changes thereto, must be subject
to procedures designed to prevent the use and dissemination of material
nonpublic information regarding the applicable Investment Company
portfolio or Creation Basket. Moreover, if any such person or entity is
registered as a broker-dealer or affiliated with a broker-dealer, such
person or entity will erect and maintain a ``fire wall'' between the
person or entity and the broker-dealer with respect to access to
information concerning the composition and/or changes to such
Investment Company portfolio or Creation Basket.
The portfolio for the Fund will consist primarily of U.S. exchange-
listed equity securities and shares issued by other U.S. exchange-
listed ETFs. All exchange-listed equity securities in which the Fund
will invest will be listed and traded on U.S. national securities
exchanges.
Description of the Fund
Clearbridge Small Cap Value ETF
The Fund seeks long-term capital growth. Under Normal Market
Conditions \8\ the Fund will invest at least 80% of its net assets,
plus borrowings for investment purposes, in U.S. exchange-listed common
stocks and other equity securities of small capitalization U.S.
companies or in other U.S. exchange-listed investments with similar
economic characteristics, including only the following U.S. exchange-
listed securities: Common stocks, preferred securities, securities of
other investment companies and of real estate investment companies
(``REITs''), and warrants and rights. The portfolio managers use
quantitative parameters to select a universe of smaller capitalized
companies that fit the Fund's general investment criteria. In selecting
individual securities from within this range, the portfolio managers
look for ``value'' attributes, such as low stock price relative to
earnings, book value and cash flow and high return on invested capital.
The portfolio managers also use quantitative methods to identify
catalysts and trends that might influence the Fund's industry or sector
focus, or the portfolio managers' individual security selection.
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\8\ Proposed Rule 14.11(k)(3)(I) defines the term ``Normal
Market Conditions'' as including, but not limited to, the absence of
trading halts in the applicable financial markets generally;
operational issues (e.g., systems failure) causing dissemination of
inaccurate market information; or force majeure type events such as
natural or manmade disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption or any similar intervening
circumstance.
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In addition, the Fund may also invest up to 20% of its net assets,
plus borrowings for investment purposes, in common stocks, preferred
securities, and warrants and rights of U.S. exchange-listed companies
with larger market capitalizations, U.S. ETFs,\9\ U.S. exchange-listed
ADRs, U.S. exchange-listed equity futures contracts, and U.S. exchange-
listed equity index futures contracts. The Fund may also hold cash
without limitation.
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\9\ For purposes of describing the holdings of the Fund, ETFs
include Portfolio Depository Receipts (as described in Rule
14.11(b)); Index Fund Shares (as described in Rule 14.11(c)); and
Managed Fund Shares (as described in Rule 14.11(i)). The ETFs in
which the Fund may invest all will be listed and traded on U.S.
national securities exchanges. While the Fund may invest in inverse
ETFs, the Fund will not invest in leveraged (e.g., 2X, -2X, 3X or -
3X) ETFs.
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The Exchange notes that the Fund's holdings will meet the generic
listing standards applicable to series of Managed Fund Shares under
Rule 14.11(i)(4)(C). While such standards do not apply directly to
series of Managed Portfolio Shares, the Exchange believes that the
overarching policy issues related to liquidity, market cap, diversity,
and concentration of portfolio holdings that Rule 14.11(i)(4)(C) is
intended to address are equally applicable to series of Managed
Portfolio Shares.
Investment Restrictions
The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid assets.\10\ Illiquid securities and other illiquid
assets include those subject to contractual or other restrictions on
resale and other instruments or assets that lack readily available
markets as determined in accordance with Commission staff guidance.\11\
The Fund will monitor its portfolio liquidity on an ongoing basis to
determine whether, in light of current circumstances, an adequate level
of liquidity is being maintained, and will consider taking appropriate
steps in order to maintain adequate liquidity. In any event, the Fund
will not purchase any securities that are illiquid investments at the
time of purchase.
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\10\ See Rule 22e-4(b)(1)(iv), which prohibits a fund from
acquiring any illiquid investment if, immediately after the
acquisition, the fund would have invested more than 15% of its net
assets in illiquid investments that are assets. See Investment
Company Act Release No. 32315 (Oct. 13, 2016), 81 FR 82142 (Nov. 18,
2016) (adopting Rule 22e-4 under the 1940 Act). Prior to the
adoption of Rule 22e-4 in 2016, the Commission had long-standing
guidelines that required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), FN 34. See also Investment Company Act
Release Nos. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); and 18612
(March 12, 1992), 57 FR 9828 (March 20, 1992) (Revisions of
Guidelines to Form N-1A).
\11\ A fund's portfolio security is illiquid if it cannot be
disposed of in the ordinary course of business within seven days at
approximately the value ascribed to it by the fund. See Investment
Company Act Release Nos. 14983 (March 12, 1986), 51 FR 9773 (March
21, 1986) (adopting amendments to Rule 2a-7 under the 1940 Act); and
17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) (adopting Rule
144A under the Securities Act of 1933).
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According to the Registration Statement, the Fund will seek to
qualify for treatment as a Regulated Investment Company (``RIC'') under
the Internal Revenue Code.\12\
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\12\ 26 U.S.C. 851.
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The Shares of the Fund will conform to the initial and continued
listing criteria under proposed Rule 14.11(k). The Fund's holdings will
be limited to and consistent with what is permissible under the
Exemptive Order and described herein.
The Fund's investments will be consistent with its investment
objective
[[Page 55611]]
and will not be used to enhance leverage. While the Fund may invest in
inverse ETFs, the Fund will not invest in leveraged (e.g., 2X, -2X, 3X
or -3X) ETFs.
Creations and Redemptions of Shares
Creations and redemptions of the Shares will occur as described in
the Proposal. More specifically, in connection with the creation and
redemption of Creation Units \13\ and Redemption Units,\14\ the
delivery or receipt of any portfolio securities in-kind will be
required to be effected through a separate confidential brokerage
account (a ``Confidential Account'').\15\ Authorized Participants (as
defined in the Fund's Registration Statement, ``AP'') will sign an
agreement with an AP Representative \16\ establishing the Confidential
Account for the benefit of the AP. AP Representatives will be broker-
dealers. An AP must be a Depository Trust Company (``DTC'') Participant
that has executed a ``Participant Agreement'' with the Distributor with
respect to the creation and redemption of Creation Units and Redemption
Units and formed a Confidential Account for its benefit in accordance
with the terms of the Participant Agreement. For purposes of creations
or redemptions, all transactions will be effected through the
respective AP's Confidential Account, for the benefit of the AP without
disclosing the identity of such securities to the AP.
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\13\ Proposed Rule 14.11(k)(3)(F) defines the term ``Creation
Unit'' as a specified minimum number of Managed Portfolio Shares
issued by an Investment Company at the request of an Authorized
Participant in return for a designated portfolio of instruments and/
or cash.
\14\ Proposed Rule 14.11(k)(3)(G) defines the term ``Redemption
Unit'' as a specified minimum number of Managed Portfolio Shares
that may be redeemed to an Investment Company at the request of an
Authorized Participant in return for a portfolio of instruments and/
or cash.
\15\ Proposed Rule 14.11(k)(3)(D) defines the term
``Confidential Account'' as an account owned by an Authorized
Participant and held with an AP Representative on behalf of the
Authorized Participant. The account will be established and governed
by contractual agreement between the AP Representative and the
Authorized Participant solely for the purposes of creation and
redemption, while keeping confidential the Creation Basket
constituents of each series of Managed Portfolio Shares, including
from the Authorized Participant. The books and records of the
Confidential Account will be maintained by the AP Representative on
behalf of the Authorized Participant.
\16\ Proposed Rule 14.11(k)(3)(C) defines the term ``AP
Representative'' as an unaffiliated broker-dealer with which an
Authorized Participant has signed an agreement to establish a
Confidential Account for the benefit of such Authorized Participant
that will deliver or receive all consideration to or from the
Investment Company in a creation or redemption. An AP Representative
will be restricted from disclosing the Creation Basket. Each AP
shall enter into its own separate Confidential Account agreement
(``Confidential Account Agreement'') with an AP Representative.
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Each AP Representative will be given, before the commencement of
trading each Business Day (defined below), the Creation Basket for that
day. This information will permit an AP that has established a
Confidential Account with an AP Representative, to instruct the AP
Representative to buy and sell positions in the portfolio securities to
permit creation and redemption of Creation Units and Redemption Units.
Shares of the Fund will be issued and redeemed in Creation Units and
Redemption Units of 5,000 or more Shares. The Fund will offer and
redeem Creation Units and Redemption Units on a continuous basis at the
net asset value (the ``NAV'') per share next determined after receipt
of an order in proper form. The NAV per share of the Fund will be
determined as of the close of regular trading on the Exchange on each
day that the Exchange is open (a ``Business Day''). The Fund will sell
and redeem Creation Units and Redemption Units only on Business Days.
The Adviser anticipates that the initial price of a share will range
from $20 to $60, and that the price of a Creation Unit will be at least
$100,000.
To keep costs low and permit the Fund to be as fully invested as
possible, Shares will be purchased and redeemed in Creation Units and
Redemption Units and generally on an in-kind basis. Accordingly, except
where the purchase or redemption will include cash under the
circumstances described in the Registration Statement, APs will be
required to purchase Creation Units by making an in-kind deposit of
specified instruments (``Deposit Instruments''), and APs redeeming
their Shares will receive an in-kind transfer of specified instruments
(``Redemption Instruments'') through the AP Representative in their
Confidential Account.\17\
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\17\ The Fund must comply with the federal securities laws in
accepting Deposit Instruments and satisfying redemptions with
Redemption Instruments, including that the Deposit Instruments and
Redemption Instruments are sold in transactions that would be exempt
from registration under the 1933 Act.
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Placement of Purchase Orders
The Fund will issue Shares through the Distributor on a continuous
basis at NAV. The Exchange represents that the issuance of Shares will
operate in a manner similar to that of other ETFs. The Fund will issue
Shares only at the NAV per share next determined after an order in
proper form is received.
In the case of a creation, the AP would enter an irrevocable
creation order with the Fund and direct the AP Representative to
purchase the Creation Basket. The AP Representative would then purchase
the necessary securities in the Confidential Account. In purchasing the
necessary securities, the AP Representative will use methods, such as
breaking the transaction into multiple transactions and transacting in
multiple marketplaces, to avoid revealing the composition of the
Creation Basket. Once the Creation Basket has been acquired in the
Confidential Account, the AP Representative would contribute the
Creation Basket in-kind to the Fund.
The Distributor will furnish acknowledgements to those placing such
orders that the orders have been accepted, but the Distributor may
reject any order which is not submitted in proper form, as described in
the Fund's prospectus or Statement of Additional Information (``SAI'').
The NAV of the Fund is expected to be determined once each Business Day
at a time determined by the Trust's Board of Trustees (``Board''),
currently anticipated to be as of the close of the regular trading
session on the Exchange (ordinarily 4:00 p.m. E.T.) (the ``Valuation
Time''). The Fund will establish a cut-off time (``Order Cut-Off
Time'') for purchase orders in proper form. Such Order Cut-Off Time
will be provided in the Registration Statement. To initiate a purchase
of Shares, an AP must submit to the Distributor an irrevocable order to
purchase such Shares after the most recent prior Valuation Time. All
orders to purchase Creation Units must be received by the Distributor
no later than the Order Cut-Off Time in each case on the date such
order is placed (``Transmittal Date'') for the AP to receive the NAV
per share determined on the Transmittal Date.\18\
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\18\ To the extent that the Fund allows creations or redemptions
to be conducted in cash, such transactions will be effected in the
same manner for all APs.
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Purchases of Shares will be settled in-kind and/or cash for an
amount equal to the applicable NAV per share purchased plus applicable
``Transaction Fees,'' as discussed below. While the Fund will generally
receive securities in-kind, the Adviser may determine from time to time
that it is not in the Fund's best interests to receive securities in-
kind, but rather to receive cash.
Authorized Participant Redemption
The Shares may be redeemed to the Fund in Redemption Unit size or
multiples thereof as described below. Redemption orders of Redemption
Units must be placed by an AP (``AP Redemption Order''). The Fund will
[[Page 55612]]
establish in its Registration Statement an Order Cut-Off Time for
redemption orders of Redemption Units in proper form. Redemption Units
of the Fund will be redeemable at their NAV per share next determined
after receipt of a request for redemption by the Trust in the manner
specified below before the Order Cut-Off Time. To initiate an AP
Redemption Order, an AP must submit to the Distributor an irrevocable
order to redeem such Redemption Unit after the most recent prior
Valuation Time, but not later than the Order Cut-Off Time.
In the case of a redemption, the AP would enter into an irrevocable
redemption order, and then immediately instruct the AP Representative
to sell the Creation Basket that it will receive in the redemption. As
with the purchase of securities, the AP Representative will use
methods, such as breaking the transaction into multiple transactions
and transacting in multiple marketplaces, to avoid revealing the
composition of the Creation Basket.
Consistent with the provisions of Section 22(e) of the 1940 Act and
Rule 22e-2 thereunder, the right to redeem will not be suspended, nor
payment upon redemption delayed, except for: (1) Any period during
which the Exchange is closed other than customary weekend and holiday
closings, (2) any period during which trading on the Exchange is
restricted, (3) any period during which an emergency exists as a result
of which disposal by the Fund of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the Fund
to determine its NAV, and (4) for such other periods as the Commission
may by order permit for the protection of shareholders.
Redemptions will occur primarily in-kind, although redemption
payments may also be made partly or wholly in cash.\19\ The Participant
Agreement signed by each AP will require establishment of a
Confidential Account to receive distributions of securities in-kind
upon redemption. Each AP will be required to open a Confidential
Account with an AP Representative in order to facilitate orderly
processing of redemptions. While the Fund will generally distribute
securities in-kind, the Adviser may determine from time to time that it
is not in the Fund's best interests to distribute securities in-kind,
but rather to sell securities and/or distribute cash. For example, the
Adviser may distribute cash to facilitate orderly portfolio management
in connection with rebalancing or transitioning a portfolio in line
with its investment objective, or if there is substantially more
creation than redemption activity during the period immediately
preceding a redemption request, or as necessary or appropriate in
accordance with applicable laws and regulations.\20\
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\19\ The value of any positions not susceptible to in-kind
settlement may be paid in cash.
\20\ To the extent that the Fund allows creations or redemptions
to be conducted in cash, such transactions will be effected in the
same manner for all APs.
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Net Asset Value
The NAV per share of the Fund will be computed by dividing the
value of the net assets of the Fund (i.e., the value of its total
assets less total liabilities) by the total number of Shares of the
Fund outstanding, rounded to the nearest cent. Expenses and fees,
including, without limitation, the management, administration and
distribution fees, will be accrued daily and taken into account for
purposes of determining NAV. Interest and investment income on the
Trust's assets accrue daily and will be included in the Fund's total
assets. The NAV per share for the Fund will be calculated by the Fund's
administrator and determined as of the close of the regular trading
session on the Exchange (ordinarily 4:00 p.m., E.T.) on each day that
the Exchange is open.
Shares of U.S. exchange-listed equity securities, including common
stocks, preferred securities, securities of other investment companies
and of REITs, and warrants and rights, as well as ETFs, exchange-listed
ADRs, and U.S. exchange-listed futures will be valued at market value,
which will generally be determined using the last reported official
closing or last trading price on the exchange or market on which the
securities are primarily traded at the time of valuation.
Availability of Information
The Fund's website (www.PrecidianFunds.com), which will be publicly
available prior to the listing and trading of Shares, 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) the prior Business Day's NAV,
market closing price or mid-point of the bid/ask spread at the time of
calculation of such NAV (the ``Bid/Ask Price''),\21\ and a calculation
of the premium and discount of the market closing price or 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. The website and information will be
publicly available at no charge.
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\21\ The Bid/Ask Price of the Fund will be determined using the
mid-point between the current NBB and NBO 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.
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The Trust's SAI and the Fund's shareholder reports will be
available free upon request from the Trust. These documents and forms
may be viewed on-screen or downloaded from the Commission's website at
www.sec.gov.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Quotation
and last sale information for the Shares will be available via the
Consolidated Tape Association (``CTA'') high-speed line. In addition,
the VIIV, as defined in proposed Rule 14.11(k)(3)(B) and as described
further below, will be widely disseminated by the Reporting Authority
\22\ and/or one or more major market data vendors in one-second
intervals during Regular Trading Hours.
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\22\ Proposed Rule 14.11(k)(3)(H) defines the term ``Reporting
Authority'' in respect of a particular series of Managed Portfolio
Shares means the Exchange, the exchange that lists a particular
series of Managed Portfolio Shares (if the Exchange is trading such
series pursuant to unlisted trading privileges), an institution, or
a reporting service designated by the Investment Company as the
official source for calculating and reporting information relating
to such series, including, the net asset value, the Verified
Intraday Indicative Value, or other information relating to the
issuance, redemption or trading of Managed Portfolio Shares. A
series of Managed Portfolio Shares may have more than one Reporting
Authority, each having different functions.
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Dissemination of the VIIV
With respect to trading of the Shares, the ability of market
participants to buy and sell Shares at prices near the VIIV is
dependent upon their assessment that the VIIV is a reliable, indicative
real-time value for the Fund's underlying holdings. Market participants
are expected to accept the VIIV as a reliable, indicative real-time
value because (1) the VIIV will be calculated and disseminated based on
the Fund's actual portfolio holdings, (2) the securities in which the
Fund plans to invest are generally highly liquid and actively traded
and therefore generally have accurate real time pricing available, and
(3) market participants will have a daily opportunity to evaluate
whether the VIIV at or near the close of trading is indeed predictive
of the actual NAV. The VIIV for the Fund will be
[[Page 55613]]
disseminated by the Reporting Authority and/or one or more major market
data vendors in one-second intervals during Regular Trading Hours. If
the Adviser determines that a portfolio security does not have a
readily available market quotation, that fact will be disclosed as soon
as practicable on the Fund's website, including the identity and
weighting of that security in the Fund's portfolio, and the impact of
that security on VIIV calculation, including the price for that
security being used for the calculation of that day's VIIV.
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. The Exchange will halt trading in
the Shares under the conditions specified in BZX Rule 11.18. Trading
may be halted because of market conditions or for reasons that, in the
view of the Exchange, make trading in the Shares inadvisable, including
whether unusual conditions or circumstances detrimental to the
maintenance of a fair and orderly market are present. Trading in the
Shares also will be subject to proposed Rule 14.11(k)(4)(B)(iii)(a) and
(b) in the Proposal, which set forth circumstances under which trading
in the Shares of the Fund will be halted.
Specifically, Proposed Rule 14.11(k)(4)(B)(iii)(a) provides that,
upon notification to the Exchange by the Investment Company or its
agent of the existence of any condition or set of conditions specified
in any currently applicable exemptive order or no-action relief granted
by the Commission or Commission staff that would require the Investment
Company's investment adviser to request that the Exchange halt trading
in the Managed Portfolio Shares, the Exchange shall halt trading in the
Managed Portfolio Shares as soon as practicable. Such halt in trading
shall continue until the Investment Company or its agent notifies the
Exchange that the condition or conditions necessary for the resumption
of trading have been met.\23\ The Adviser has represented to the
Exchange that it will provide the Exchange with prompt notification
upon the existence of any such condition or set of conditions.
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\23\ As provided in the Exemptive Order, such conditions would
exist where either: (i) The intraday indicative values calculated by
the pricing verification agent(s) differ by more than 25 basis
points for 60 seconds in connection with pricing of the Verified
Intraday Indicative Value; or (ii) holdings representing 10% or more
of the Fund's portfolio have become subject to a trading halt or
otherwise do not have readily available market quotations. The
Exchange shall halt trading in the Shares as soon as practicable
after receipt of notification of the existence of such conditions.
Such halt in trading shall continue until the Adviser or its agent
notifies the Exchange that these conditions no longer exist.
---------------------------------------------------------------------------
Proposed Rule 14.11(k)(4)(B)(iii)(b) provides that, if the Exchange
becomes aware that: (i) The Fund's VIIV is not being calculated or
disseminated in one second intervals, as required; (ii) the Fund's NAV
is not disseminated to all market participants at the same time; (iii)
the Fund's holdings are not made available on at least a quarterly
basis as required under the 1940 Act; or (iv) such holdings are not
made available to all market participants at the same time, it will
halt trading in such series until such time as the VIIV, the NAV, or
the holdings are available to all market participants as required.
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 Exchange only during Regular Trading Hours as provided in proposed
Rule 14.11(k)(2)(B). As provided in BZX Rule 11.11(a), the minimum
price variation for quoting and entry of orders in securities traded on
the Exchange is $0.01, with the exception of securities that are priced
less than $1.00, for which the minimum price variation for order entry
is $0.0001.
The Shares will conform to the initial and continued listing
criteria under Rule 14.11(k) as well as all terms in the Exemptive
Order. The Exchange represents that, for initial and/or continued
listing, the Fund will be in compliance with Rule 10A-3 under the
Act.\24\ 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 of the Fund will be calculated daily and will be made
available to all market participants at the same time.
---------------------------------------------------------------------------
\24\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------
Surveillance
The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Shares on the Exchange during
all trading sessions and to deter and detect violations of Exchange
rules and the applicable federal securities laws. Trading of the Shares
through the Exchange will be subject to the Exchange's surveillance
procedures for derivative products, including Managed Portfolio Shares.
As part of these surveillance procedures and consistent with proposed
Rule 14.11(k)(2)(C), the Adviser will upon request make available to
the Exchange and/or FINRA, on behalf of the Exchange, the daily
portfolio holdings of the Fund. 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 Exchange Act, the Exchange
will surveil 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 Exchange Rule
14.12.
The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares, underlying
equity securities and U.S. exchange-listed futures 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 from such markets and other entities. In addition, the
Exchange may obtain information regarding trading in the Shares,
underlying equity securities and U.S. exchange-listed futures from
markets and other entities that are members of ISG or with which the
Exchange has in place a comprehensive surveillance sharing
agreement.\25\
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\25\ For a list of the current members of ISG, see
www.isgportal.org.
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In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Circular
Prior to the commencement of trading, the Exchange will inform its
members in an Information Circular (``Circular'') of the special
characteristics and risks associated with trading the Shares.
Specifically, the Circular will discuss the following: (1) The
procedures for purchases and redemptions of Shares; (2) BZX Rule 3.7,
which imposes suitability obligations on Exchange members with respect
to recommending transactions in the Shares to customers; (3) how
information regarding the VIIV is disseminated; (4) the requirement
that members deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the
[[Page 55614]]
confirmation of a transaction; (5) trading information; and (6) that
the portfolio holdings will be disclosed within at least 60 days
following the end of every calendar quarter.
In addition, the Circular will reference that the Fund is subject
to various fees and expenses described in the Registration Statement.
The Circular will discuss any exemptive, no-action, and interpretive
relief granted by the Commission from any rules under the Act. The
Circular will also disclose that the NAV for the Shares will be
calculated after 4:00 p.m., E.T. each trading day.
2. Statutory Basis
The Exchange believes that this proposal is consistent with Section
6(b) of the Act \26\ in general and Section 6(b)(5) of the Act \27\ in
particular in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to remove impediments to and perfect the mechanism
of a free and open market and a national market system, and, in
general, to protect investors and the public interest.
---------------------------------------------------------------------------
\26\ 15 U.S.C. 78f.
\27\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that, to the extent that the Proposal and,
thus proposed Rule 14.11(k), is approved by the Commission, this
proposed rule change is designed to prevent fraudulent and manipulative
acts and practices in that the Fund would meet each of the rules
relating to listing and trading of Managed Portfolio Shares and, to the
extent that the Fund is not in compliance with such rules, the Exchange
would either prevent the Fund from listing and trading if it hadn't
started trading on the Exchange or would commence delisting procedures
under Exchange Rule 14.12. More specifically, the Exchange will
consider the suspension of trading in, and will commence delisting
proceedings under Rule 14.12 for, the Fund under any of the following
circumstances: (a) If, following the initial twelve-month period after
commencement of trading on the Exchange of the Fund, there are fewer
than 50 beneficial holders of the Fund; (b) if the value of the VIIV is
no longer calculated or available to all market participants at the
same time; (c) if the holdings of a series of the Fund are not made
available on a quarterly basis as required under the 1940 Act or are
not made available to all market participants at the same time; (d) if
the Investment Company issuing the Fund has failed to file any filings
required by the Commission or if the Exchange is aware that the
Investment Company is not in compliance with the conditions of any
exemptive order or no-action relief granted by the Commission to the
Investment Company with respect to the Fund; (e) if any of the
continued listing requirements set forth in Rule 14.11(k) are not
continuously maintained; (f) if any of the applicable Continued Listing
Representations for the issue of Managed Fund Shares are not
continuously met; or (g) if such other event shall occur or condition
exists which, in the opinion of the Exchange, makes further dealings on
the Exchange inadvisable.
The Adviser is not registered as a broker-dealer or affiliated with
a broker-dealer. The Sub-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 regarding
access to information concerning the composition and/or changes to the
Fund's portfolio and Creation Basket.
In the event (a) the Adviser or Sub-Adviser becomes registered as a
broker-dealer or becomes newly affiliated with a broker-dealer, or (b)
any new adviser or sub-adviser is a registered broker-dealer or becomes
affiliated with a broker-dealer, it will implement and maintain a fire
wall with respect to its relevant personnel or its broker-dealer
affiliate regarding access to information concerning the composition
and/or changes to the portfolio and Creation Basket, and will be
subject to procedures designed to prevent the use and dissemination of
material non-public information regarding such portfolio or Creation
Basket.
Further, proposed Rule 14.11(k)(2)(E) requires that any person or
entity, including an AP Representative, custodian, pricing verification
agent, reporting authority, distributor, or administrator, who has
access to information regarding the Investment Company's portfolio
composition, the Creation Basket, or changes thereto, must be subject
to procedures designed to prevent the use and dissemination of material
nonpublic information regarding the applicable Investment Company
portfolio or Creation Basket. Moreover, if any such person or entity is
registered as a broker-dealer or affiliated with a broker-dealer, such
person or entity will erect and maintain a ``fire wall'' between the
person or entity and the broker-dealer with respect to access to
information concerning the composition and/or changes to such
Investment Company portfolio or Creation Basket.
The Exchange further believes that the proposed rules are designed
to prevent fraudulent and manipulative acts and practices related to
the listing and trading of Managed Portfolio Shares because they
provide meaningful requirements about both the data that will be made
publicly available about the Shares as well as the information that
will only be available to certain parties and the controls on such
information. Specifically, the Exchange believes that the requirements
related to information protection enumerated under proposed Rule
14.11(k)(2)(E) \28\ will act as a strong safeguard against misuse and
improper dissemination of information related to the Fund's portfolio
composition, the Creation Basket, or changes thereto. The requirement
that any person or entity implement procedures to prevent the use and
dissemination of material nonpublic information regarding the portfolio
or Creation Basket will act to prevent any individual or entity from
sharing such information externally and the internal ``fire wall''
requirements applicable where an entity is a registered broker-dealer
or affiliated with a broker-dealer will act to make sure that no entity
will be able to misuse the data for their own purposes. As such, the
Exchange believes that this proposal is designed to prevent fraudulent
and manipulative acts and practices.
---------------------------------------------------------------------------
\28\ As described above, proposed Rule 14.11(k)(2)(E) provides
that any person or entity, including an AP Representative,
custodian, pricing verification agent, reporting authority,
distributor, or administrator, who has access to information
regarding the Investment Company's portfolio composition, the
Creation Basket, or changes thereto, must be subject to procedures
designed to prevent the use and dissemination of material nonpublic
information regarding the applicable Investment Company portfolio or
Creation Basket. Moreover, if any such person or entity is
registered as a broker-dealer or affiliated with a broker-dealer,
such person or entity will erect and maintain a ``fire wall''
between the person or entity and the broker-dealer with respect to
access to information concerning the composition and/or changes to
such Investment Company portfolio or Creation Basket.
---------------------------------------------------------------------------
The Exchange further believes that the proposal is designed to
prevent fraudulent and manipulative acts and practices related to the
listing and trading of Managed Portfolio Shares and to promote just and
equitable principles of trade and to protect investors and the public
interest in that the Exchange would halt trading under certain
circumstances under which trading in the Shares may be inadvisable.
Specifically, trading in the Shares will be subject to proposed Rule
14.11(k)(4)(B)(iii)(a), which provides that, upon notification to the
Exchange by the Investment Company or its agent
[[Page 55615]]
of the existence of any condition or set of conditions specified in any
currently applicable exemptive order or no-action relief granted by the
Commission or Commission staff that would require the Investment
Company's investment adviser to request that the Exchange halt trading
in the Managed Portfolio Shares, the Exchange shall halt trading in the
Managed Portfolio Shares as soon as practicable. Such halt in trading
shall continue until the Investment Company or its agent notifies the
Exchange that the condition or conditions necessary for the resumption
of trading have been met.\29\ The Adviser has represented to the
Exchange that it will provide the Exchange with prompt notification
upon the existence of any such condition or set of conditions. Trading
in the Shares will also be subject to proposed Rule
14.11(k)(4)(B)(iii)(b), which provides that, if the Exchange becomes
aware that: (i) The Fund' VIIV is not being calculated or disseminated
in one second intervals, as required; (ii) the Fund's NAV is not
disseminated to all market participants at the same time; (iii) the
Fund's holdings are not made available on at least a quarterly basis as
required under the 1940 Act; or (iv) such holdings are not made
available to all market participants at the same time, it will halt
trading in such series until such time as the VIIV, the NAV, or the
holdings are available to all market participants as required.
---------------------------------------------------------------------------
\29\ As provided in the Exemptive Order, such conditions would
exist where either: (i) The intraday indicative values calculated by
the pricing verification agent(s) differ by more than 25 basis
points for 60 seconds in connection with pricing of the Verified
Intraday Indicative Value; or (ii) holdings representing 10% or more
of the Fund's portfolio have become subject to a trading halt or
otherwise do not have readily available market quotations. The
Exchange shall halt trading in the Shares as soon as practicable
after receipt of notification of the existence of such conditions.
Such halt in trading shall continue until the Adviser or its agent
notifies the Exchange that these conditions no longer exist.
---------------------------------------------------------------------------
With respect to the proposed listing and trading of Shares of the
Fund, the Exchange believes that the proposed rule change is designed
to prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in Rule 14.11(k). The Fund will
invest at least 80% of its net assets, plus borrowings for investment
purposes, in common stocks and other equity securities of small
capitalization U.S. companies or in other U.S. exchange-listed
investments with similar economic characteristics, including only the
following U.S. exchange-listed securities: Common stocks, preferred
securities, securities of other investment companies and of REITs, and
warrants and rights. All equity securities in which the Fund will
invest will be listed and traded on U.S. national securities exchanges.
Price information for the U.S. exchange-listed equity securities held
by the Fund will be available through major market data vendors or
securities exchanges listing and trading such securities. Price
information for any other U.S. exchange-listed instruments held by the
Fund will be available through major market data vendors or exchanges
listing and trading such instruments. The Fund's investments will be
consistent with its investment objective and will not be used to
enhance leverage. The Fund will not invest in non-U.S. exchange-listed
securities. All futures held by the Fund will be listed on U.S. futures
exchanges. The Exchange or FINRA, on behalf of the Exchange, or both,
will communicate as needed regarding trading in the Shares, underlying
equity securities and U.S. exchange-listed futures 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 the Shares, underlying equity securities, and U.S.
exchange-listed futures from markets and other entities that are
members of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.
With respect to trading of the Shares, the ability of market
participants to buy and sell Shares at prices near the VIIV is
dependent upon their assessment that the VIIV is a reliable, indicative
real-time value for the Fund's underlying holdings. Market participants
are expected to accept the VIIV as a reliable, indicative real-time
value because (1) the VIIV will be calculated and disseminated based on
the Fund's actual portfolio holdings, (2) the securities in which the
Fund plans to invest are generally highly liquid and actively traded
and therefore generally have accurate real time pricing available, and
(3) market participants will have a daily opportunity to evaluate
whether the VIIV at or near the close of trading is indeed predictive
of the actual NAV.\30\
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\30\ The statements in the Statutory Basis section of this
filing relating to pricing efficiency, arbitrage, and activities of
market participants, including market makers and APs, are based on
statements in the Exemptive Order, representations by Precidian, and
review by the Exchange.
---------------------------------------------------------------------------
The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation that the NAV per share
of the Fund will be calculated daily and that the NAV will be made
available to all market participants at the same time. Investors can
also obtain the Fund's SAI, shareholder reports, Form N-CEN, Form N-
CSR, and Form N-PORT. The Fund's SAI and shareholder reports will be
available free upon request from the applicable fund, and those
documents and the Form N-CSR and Form N-PORT may be viewed on-screen or
downloaded from the Commission's website. In addition, with respect to
the Fund, a large amount of information will be publicly available
regarding the Fund and the Shares, thereby promoting market
transparency. Quotation and last sale information for the Shares will
be available via the CTA high-speed line. Information regarding the
VIIV will be widely disseminated every second throughout Regular
Trading Hours by the Reporting Authority and/or one or more major
market data vendors. The website for the Fund will include a prospectus
for the Fund that may be downloaded, and additional data relating to
NAV and other applicable quantitative information, updated on a daily
basis.
Moreover, prior to the commencement of trading, the Exchange will
inform its members in a Circular of the special characteristics and
risks associated with trading the Shares. The Exchange will halt
trading in the Shares under the conditions specified in BZX Rule 11.18
or for reasons that, in the view of the Exchange, make trading in the
Shares inadvisable. Trading in the Shares will be subject to proposed
Rule 14.11(k)(4)(B)(iii)(a) and (b), which set forth circumstances
under which Shares of the Fund will be halted.
In addition, as noted above, investors will have ready access to
the VIIV, and quotation and last sale information for the Shares. The
Shares will conform to the initial and continued listing criteria under
proposed Rule 14.11(k). The Fund's holdings will be limited to and
consistent with what is permissible under the Exemptive Order and
described herein. The Fund's investments will be consistent with its
investment objective and will not be used to enhance leverage. While
the Fund may invest in inverse ETFs, the Fund will not invest in
leveraged (e.g., 2X, -2X, 3X or -3X) ETFs.
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
[[Page 55616]]
product that will enhance competition among market participants, to the
benefit of investors and the marketplace. As noted above, the Exchange
has in place surveillance procedures relating to trading in the Shares
and may obtain information via ISG from other exchanges that are
members of ISG or with which the Exchange has entered into a
comprehensive surveillance sharing agreement. In addition, as noted
above, investors will have ready access to information regarding the
VIIV and quotation and last sale information for the Shares.
For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The Exchange notes that the
proposed rule change, rather will facilitate the listing and trading of
actively-managed exchange-traded products that will enhance competition
among both market participants and listing venues, to the benefit of
investors and the marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has neither solicited nor received written comments on
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 within such longer period 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 Exchange consents, the Commission will:
A. By order approve or disapprove such 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, as modified by Amendment No. 1, 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 protected]. Please include
File Number SR-CboeBZX-2019-076 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-CboeBZX-2019-076. 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-CboeBZX-2019-076 and should be submitted
on or before November 7, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
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\31\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-22600 Filed 10-16-19; 8:45 am]
BILLING CODE 8011-01-P