[Federal Register Volume 85, Number 2 (Friday, January 3, 2020)]
[Notices]
[Pages 370-378]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-28362]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87863; File No. SR-CboeBZX-2019-109]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To List 
Shares of the ARK Genomic Revolution ETF and ARK Autonomous Technology 
and Robotics ETF Under Rule 14.11(i), Managed Fund Shares

December 27, 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 December 23, 2019, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the Exchange. The Exchange 
filed the proposal as a ``non-controversial'' proposed rule change 
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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

    The Exchange proposes a rule change to list shares of the ARK 
Genomic Revolution ETF and ARK Autonomous Technology and Robotics ETF 
under Rule 14.11(i) (``Managed Fund Shares''), which are currently 
listed on NYSE Arca, Inc. (``Arca''). The shares of the Fund are 
referred to herein as the ``Shares.'' The Exchange has designated this 
proposal as non-controversial and provided the Commission with the 
notice required by Rule 19b-4(f)(6)(iii) under the Act.\5\
---------------------------------------------------------------------------

    \5\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    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, 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
    The Exchange proposes to list shares of the ARK Genomic Revolution 
ETF and ARK Autonomous Technology and Robotics ETF under Rule 14.11(i) 
(``Managed Fund Shares'') (each, a ``Fund'' and, collectively, the 
``Funds''), which governs the listing and trading of Managed Fund 
Shares on the Exchange.\6\ The Exchange notes that the Commission 
previously approved a proposal to list and trade shares of the Funds on 
NYSE Arca, Inc. (``Arca'').\7\ This proposal is substantively identical 
to the Prior Proposal and the issuer represents that all material 
representations contained within the Prior Proposal remain true. The 
Exchange notes that the Prior Proposal included two additional funds 
(the ARK Innovation ETF and the ARK Web x.0 ETF). The Exchange also 
notes that the Prior Proposal refers to the ARK Industrial Innovation 
ETF, which was subsequently renamed to the ARK Autonomous Technology 
and Robotics ETF. As further described below, 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 Fund Shares.
---------------------------------------------------------------------------

    \6\ The Commission approved BZX Rule 14.11(i) in Securities 
Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 
(September 6, 2011) (SR-BATS-2011-018).
    \7\ See Securities Exchange Act Release No. 72641 (July 18, 
2014), 79 FR 43108 (July 18, 2014) (SR-NYSEArca-2014-64) (the 
``Prior Proposal'').
---------------------------------------------------------------------------

    The Shares will be offered by ARK ETF Trust (the ``Trust''), which 
is organized as a Delaware statutory trust and is registered with the 
Commission as an open-end management investment company.

[[Page 371]]

Description of the Shares and the Fund
    ARK Investment Management LLC (``Adviser'') serves as the 
investment adviser to the Funds. Foreside Fund Services, LLC 
(``Distributor'') is the principal underwriter and distributor of the 
Funds' Shares. The Bank of New York Mellon serves as administrator, 
custodian and transfer agent (``Administrator'').
    Rule 14.11(i)(7) 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 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.\8\ In addition, Rule 14.11(i)(7) further 
requires that personnel who make decisions on the investment company's 
portfolio composition must be subject to procedures designed to prevent 
the use and dissemination of material nonpublic information regarding 
the applicable investment company portfolio. Rule 14.11(i)(7) is 
similar to Rule 14.11(b)(5)(A)(i), however, Rule 14.11(i)(7) in 
connection with the establishment of a ``fire wall'' between the 
investment adviser and the broker-dealer reflects the applicable open-
end fund's portfolio, not an underlying benchmark index, as is the case 
with index-based funds. The Adviser is not registered as a broker-
dealer and is not affiliated with a broker-dealer. In the event that 
(a) the Adviser or any sub-adviser becomes, or becomes newly affiliated 
with, a broker-dealer, or (b) any new adviser or sub-adviser is, or 
becomes affiliated with, a broker-dealer, it will implement a fire wall 
with respect to its relevant personnel or such broker-dealer affiliate, 
as applicable, regarding access to information concerning the 
composition and/or changes to a portfolio, and will be subject to 
procedures designed to prevent the use and dissemination of material 
non-public information regarding such portfolio.
---------------------------------------------------------------------------

    \8\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940, as amended 
(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.
---------------------------------------------------------------------------

ARK Genomic Revolution ETF
    According to the Registration Statement, the ARK Genomic Revolution 
ETF's investment objective is long-term growth of capital.
    According to the Registration Statement, the Fund will invest under 
Normal Market Conditions \9\ primarily (at least 80% of its assets) in 
domestic and foreign equity securities of companies that are relevant 
to the Fund's investment theme of genomics. Companies relevant to this 
theme are those that are focused on and are expected to benefit from 
extending and enhancing the quality of human and other life by 
incorporating technological and scientific developments, improvements 
and advancements in genetics into their business, such as by offering 
new products or services that rely on genetic sequencing, analysis, 
synthesis or instrumentation. These companies may include ones that 
develop, produce, manufacture or significantly rely on bionic devices, 
bio-inspired computing, bioinformatics, molecular medicine, and 
agricultural biology.
---------------------------------------------------------------------------

    \9\ As defined in Rule 14.11(i)(3)(E), the term ``Normal Market 
Conditions'' includes, but is not limited to, the absence of trading 
halts in the applicable financial markets generally; operational 
issues causing dissemination of inaccurate market information or 
system failures; or force majeure type events such as natural or 
man-made disaster, act of God, armed conflict, act of terrorism, 
riot or labor disruption, or any similar intervening circumstance.
---------------------------------------------------------------------------

    In selecting companies that the Adviser believes are relevant to a 
particular investment theme, it will seek to identify, using its own 
internal research and analysis, companies capitalizing on disruptive 
innovation or that are enabling the further development of a theme in 
the markets in which they operate. The Adviser's internal research and 
analysis will leverage insights from diverse sources, including 
external research, to develop and refine its investment themes and 
identify and take advantage of trends that have ramifications for 
individual companies or entire industries. The Adviser will use both 
``top down'' (macro-economic and business cycle analysis) and ``bottom 
up'' (valuation, fundamental and quantitative measures) approaches to 
select investments for the Fund.
    Under Normal Market Conditions, substantially all of the Fund's 
assets will be invested in equity securities, including common stocks, 
partnership interests, business trust shares and other equity 
investments or ownership interests in business enterprises.\10\
---------------------------------------------------------------------------

    \10\ According to the Adviser, at least 90% of the Fund's 
investments in equity securities (including Global Depositary 
Receipts (``GDRs''), American Depositary Receipts (``ADRs''), 
rights, warrants and preferred securities, discussed under ``Other 
Investments,'' below) will be in securities that trade in markets 
that are members of the Intermarket Surveillance Group (``ISG'') or 
are parties to a comprehensive surveillance sharing agreement with 
the Exchange.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund's investments 
will include issuers of micro-, small-, medium- and large-
capitalizations. The Fund's investments in foreign equity securities 
will be in both developed and emerging markets.\11\
---------------------------------------------------------------------------

    \11\ The Adviser generally considers emerging market countries 
to be developing market countries whose gross domestic product per 
person is classified below ``high income'' by the World Bank 
(``Emerging Markets''). Investments in Emerging Markets equity 
securities will not exceed 20% of a Fund's total assets.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund will be 
concentrated in issuers in any industry or group of industries in the 
health care sector. Issuers in the health care sector include 
manufacturers and distributors of health care equipment and supplies, 
owners and operators of health care facilities, health maintenance 
organizations and managed health care plans, health care providers and 
issuers that provide services to health care providers.
ARK Autonomous Technology and Robotics ETF
    According to the Registration Statement, the ARK Autonomous 
Technology and Robotics ETF's investment objective is long-term growth 
of capital.
    According to the Registration Statement, the Fund will invest under 
Normal Market Conditions primarily (at least 80% of its assets) in 
domestic and foreign equity securities of companies that are relevant 
to the Fund's investment theme of disruptive innovation. Companies 
relevant to this theme are those that are expected to focus on and 
benefit from the development of new products or services, technological 
improvements and advancements in scientific research related to, among 
other things, disruptive innovation in energy (``energy transformation 
companies''),

[[Page 372]]

automation and manufacturing (``automation transformation companies''), 
artificial intelligence (``artificial intelligence companies''), 
materials, and transportation.\12\
---------------------------------------------------------------------------

    \12\ According to the Registration Statement, the Adviser will 
consider a company to be an energy transformation company if it 
seeks to capitalize on innovations or evolutions in: (i) Ways that 
energy is stored or used; (ii) the discovery, collection and/or 
implementation of new sources of energy, including unconventional 
sources of oil or natural gas and/or (iii) the production or 
development of new materials for use in commercial applications of 
energy production, use or storage. The Adviser will consider a 
company to be an automation transformation company if it is focused 
on man capitalizing on the productivity of machines, such as through 
the automation of functions, processes or activities previously 
performed by human labor or the use of robotics to perform other 
functions, activities or processes. The Adviser will consider a 
company to be an artificial intelligence (``AI'') company if it (i) 
designs, creates, integrates, or delivers robotics, autonomous 
technology, and/or AI in the form of products, software, or systems; 
(ii) develops the building block components for robotics, autonomous 
technology, or AI, such as advanced machinery, semiconductors and 
databases used for machine learning; (iii) provides its own value-
added services on top of such building block components, but are not 
core to the company's product or service offering; and/or (iv) 
develops computer systems that are able to perform tasks that 
normally require human intelligence, such as visual perception, 
speech recognition, decision-making, and translation between 
languages.
---------------------------------------------------------------------------

    According to the Registration Statement, in selecting companies 
that the Adviser believes are relevant to a particular investment 
theme, it will seek to identify, using its own internal research and 
analysis, companies capitalizing on disruptive innovation or that are 
enabling the further development of a theme in the markets in which 
they operate. The Adviser's internal research and analysis will 
leverage insights from diverse sources, including external research, to 
develop and refine its investment themes and identify and take 
advantage of trends that have ramifications for individual companies or 
entire industries. The Adviser will use both ``top down'' (macro-
economic and business cycle analysis) and ``bottom up'' (valuation, 
fundamental and quantitative measures) approaches to select investments 
for the Fund.
    Under Normal Market Conditions, substantially all of the Fund's 
assets will be invested in equity securities, including common stocks, 
partnership interests, business trust shares and other equity 
investments or ownership interests in business enterprises.\13\
---------------------------------------------------------------------------

    \13\ According to the Adviser, at least 90% of the Fund's 
investments in equity securities (including GDRs, ADRs, rights, 
warrants and preferred securities, discussed under ``Other 
Investments,'' below) will be in securities that trade in markets 
that are members of the ISG or are parties to a comprehensive 
surveillance sharing agreement with the Exchange.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund's investments 
will include issuers of micro-, small-, medium- and large-
capitalizations. The Fund's investments in foreign equity securities 
will be in both developed and Emerging Markets.
    According to the Registration Statement, the Fund will be 
concentrated in issuers in any industry or group of industries in the 
industrials \14\ and information technology sectors, although it will 
not concentrate in any specific industry.\15\
---------------------------------------------------------------------------

    \14\ According to the Registration Statement, the industrials 
sector includes companies engaged in the manufacture and 
distribution of capital goods, such as those used in defense, 
construction and engineering, companies that manufacture and 
distribute electrical equipment and industrial machinery and those 
that provide commercial and transportation services and supplies.
    \15\ According to the Registration Statement, the information 
technology sector includes software developers, providers of 
information technology consulting and services and manufacturers and 
distributors of computers, peripherals, communications equipment and 
semiconductors.
---------------------------------------------------------------------------

Other Investments
    While each Fund will invest, under Normal Market Conditions, 
primarily in the equity securities described above, each Fund may 
invest in other investments, as described below. Under Normal Market 
Conditions, such other investments will not exceed 20% of a Fund's 
assets.
    According to the Registration Statement, each Fund may invest in 
the securities of open-end or closed-end investment companies, subject 
to applicable limitations under the 1940 Act. A Fund's investment in 
other investment companies may include shares of exchange traded funds 
registered under the 1940 Act (``ETFs''),\16\ closed-end investment 
companies (which include business development companies), unit 
investment trusts, and other open-end investment companies. In 
addition, the Funds may invest in other exchange-traded products 
(``ETPs'') such as commodity pools,\17\ or other entities that are 
traded on an exchange.
---------------------------------------------------------------------------

    \16\ For purposes of this filing, ETFs, which will be listed on 
a national securities exchange, shall mean the following: Investment 
Company Units (as described in BZX Rule 14.11(c)); Portfolio 
Depositary Receipts (as described in BZX Rule 14.11 (b)); and 
Managed Fund Shares (as described in BZX Rule 14.11(i)).
    \17\ For purposes of this filing, ETPs shall mean Trust Issued 
Receipts (as described in BZX Rule 14.11(f)); Commodity-Based Trust 
Shares (as described in BZX Rule 14.11(e)(4)); Currency Trust Shares 
(as described in BZX Rule 14.11(e)(5)); Commodity Index Trust Shares 
(as described in BZX Rule 14.11(e)(6)); and Trust Units (as 
described in BZX Rule 14.11(e)(9)).
---------------------------------------------------------------------------

    In addition, according to the Registration Statement, each Fund may 
use derivative instruments. Specifically, the Funds may use options, 
futures, swaps and forwards, for hedging or risk management purposes or 
as part of its investment practices. Derivative instruments are 
contracts whose value depends on, or is derived from, the value of an 
underlying asset, reference rate or index. These underlying assets, 
reference rates or indices may be any one of the following: Stocks, 
interest rates, currency exchange rates and stock indices.
    The options in which the Funds may invest may be exchanged-traded 
or OTC. The exchange-traded options in which the Funds may invest will 
trade on markets that are members of the ISG or parties to a 
comprehensive surveillance sharing agreement with the Exchange. The 
futures in which the Funds may invest will be exchange-traded. Each 
Fund will not invest more than 10% of its assets in futures that trade 
in markets that are not members of the ISG or parties to a 
comprehensive surveillance sharing agreement with the Exchange. The 
swaps in which the Funds will invest may be cleared swaps or non-
cleared. The Funds will collateralize their obligations with liquid 
assets consistent with the 1940 Act and interpretations thereunder.
    The Funds will only enter into transactions in derivative 
instruments with counterparties that the Adviser reasonably believes 
are capable of performing under the contract and will post as 
collateral as required by the counterparty. The Funds will seek, where 
possible, to use counterparties, as applicable, whose financial status 
is such that the risk of default is reduced; however, the risk of 
losses resulting from default is still possible. The Adviser will 
evaluate the creditworthiness of counterparties on a regular basis. In 
addition to information provided by credit agencies, the Adviser will 
review approved counterparties using various factors, which may include 
the counterparty's reputation, the Adviser's past experience with the 
counterparty and the price/market actions of debt of the counterparty.
    According to the Registration Statement, the Funds may invest in 
currency forwards. A currency forward transaction is a contract to buy 
or sell a specified quantity of currency at a specified date in the 
future at a specified price which may be any fixed number of days from 
the date of the contract agreed upon by the parties, at a price set at 
the time of the contract. Currency forward contracts may be used to 
increase or reduce exposure to currency price movements.

[[Page 373]]

    According to the Registration Statement, the Funds may enter into 
futures contracts and options, including options on futures contracts. 
Futures contracts generally provide for the future sale by one party 
and purchase by another party of a specified instrument, index or 
commodity at a specified future time and at a specified price. Futures 
contracts are standardized as to maturity date and underlying 
instrument and are traded on futures exchanges. An option is a contract 
that provides the holder the right to buy or sell shares or futures at 
a fixed price, within a specified period of time.
    According to the Registration Statement, the Funds may invest in 
participation notes (``P-Notes''). P-Notes are issued by banks or 
broker-dealers and are designed to offer a return linked to the 
performance of a particular underlying equity security or market. P-
Notes can have the characteristics or take the form of various 
instruments, including, but not limited to, certificates or warrants.
    According to the Registration Statement, each Fund may invest in 
repurchase agreements with commercial banks, brokers or dealers and to 
invest securities lending cash collateral. A repurchase agreement is an 
agreement under which a Fund acquires a money market instrument from a 
seller, subject to resale to the seller at an agreed upon price and 
date.
    According to the Registration Statement, the Funds may invest in 
structured notes. A structured note is a derivative security for which 
the amount of principal repayment and/or interest payments is based on 
the movement of one or more ``factors.'' These factors include, but are 
not limited to, currency exchange rates, interest rates (such as the 
prime lending rate or LIBOR), referenced bonds and stock indices.
    Each Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid investments that are assets (calculated at the time 
of investment), as deemed ``illiquid'' by the Adviser under the 1940 
Act.\18\ Each 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 if, 
through a change in values, net assets, or other circumstances, more 
than 15% of the Fund's net assets are held in illiquid investments that 
are assets.
---------------------------------------------------------------------------

    \18\ 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 also, 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), footnote 34. See also Investment Company Act 
Release Nos. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); and 
Investment Company Act Release 18612 (March 12, 1992), 57 FR 9828 
(March 20, 1992) (Revisions of Guidelines to Form N-1A).
---------------------------------------------------------------------------

    Each Fund will be classified as a ``non-diversified'' investment 
company under the 1940 Act \19\ and therefore may concentrate its 
investments in any particular industry or group of industries, such 
that: (i) ARK Genomic Revolution ETF will concentrate in securities of 
issuers having their principal business activities in any industry or 
group of industries in the health care sector; and (ii) ARK Autonomous 
Technology and Robotics ETF will concentrate in securities of issuers 
having their principal business activities in any industry or group of 
industries in the industrials sector or the information technology 
sector.\20\ Each Fund will consider an issuer to have its ``principal 
business activities'' in an industry or group of industries if the 
issuer derives more than 50% of its revenues from a business considered 
to be a part of such industry or group of industries according to a 
third party's industry classification system or that of the Adviser.
---------------------------------------------------------------------------

    \19\ The diversification standard is set forth in Section 
5(b)(1) of the 1940 Act.
    \20\ See Form N-1A, Item 9. The Commission has taken the 
position that a fund is concentrated if it invests more than 25% of 
the value of its total assets in any one industry. See, e.g., 
Investment Company Act Release No. 9011 (October 30, 1975), 40 FR 
54241 (November 21, 1975).
---------------------------------------------------------------------------

    The Funds intend to qualify for and to elect treatment as a 
separate regulated investment company (``RIC'') under Subchapter M of 
the Internal Revenue Code.\21\
---------------------------------------------------------------------------

    \21\ 26 U.S.C. 851 et seq.
---------------------------------------------------------------------------

    According to the Registration Statement, each Fund may take a 
temporary defensive position (investments in cash or cash equivalents) 
in response to adverse market, economic, political or other 
conditions.\22\ Cash equivalents shall mean short-term high quality 
debt securities and money market instruments such as commercial paper, 
certificates of deposit, bankers' acceptances, U.S. Government 
securities, repurchase agreements and bonds that are rated BBB or 
higher and shares of short-term fixed income or money market funds.
---------------------------------------------------------------------------

    \22\ According to the Adviser, circumstances under which a Fund 
may temporarily depart from its normal investment process include, 
but are not limited to, extreme volatility or trading halts in the 
equity markets or the financial markets generally; operational 
issues causing dissemination of inaccurate market information; or 
force majeure type events such as systems failure, natural or man-
made disaster, act of God, armed conflict, act of terrorism, riot or 
labor disruption or any similar intervening circumstance.
---------------------------------------------------------------------------

Initial and Continued Listing
    The Shares will be subject to BZX Rule 14.11(i), which sets forth 
the initial and continued listing criteria applicable to Managed Fund 
Shares. The Exchange represents that, for initial and continued 
listing, the Fund must be in compliance with Rule 10A-3 under the 
Act.\23\ A minimum of 100,000 Shares will be outstanding at the 
commencement of listing on the Exchange. The Exchange will obtain a 
representation from the issuer of the Shares that the NAV per Share 
will be calculated daily and that the NAV and the Disclosed Portfolio 
will be made available to all market participants at the same time. 
Each Fund's investments will be consistent with its respective 
investment objective in accordance with the 1940 Act and will not be 
used to enhance leverage. Each Fund's investments will not be used to 
seek performance that is the multiple or inverse multiple (i.e., 2Xs or 
3Xs) of the Fund's broad-based securities market index (as defined in 
Form N-1A).\24\ All statements and representations made in this filing 
regarding (a) the description of each Fund's portfolio or reference 
assets, (b) limitations on portfolio holdings or reference assets, (c) 
the dissemination and availability of the intraday indicative value and 
reference assets, or (d) the applicability of Exchange rules and 
surveillance procedures shall constitute continued listing requirements 
for listing the Shares on the Exchange.
---------------------------------------------------------------------------

    \23\ See 17 CFR 240.10A-3.
    \24\ Each Fund's broad-based securities market index will be 
identified in a future amendment to the Registration Statement 
following each Fund's first full calendar year of performance.
---------------------------------------------------------------------------

Creation and Redemption of Shares
    According to the Registration Statement, each Fund will issue, sell 
and redeem Shares only in aggregations of a specified number of Shares 
(each, a ``Creation Unit'') on a continuous basis at its net asset 
value (``NAV'') next determined after receipt, on any business day, of 
an order in proper form. A Creation Unit currently consists of 50,000 
Shares.

[[Page 374]]

    According to the Registration Statement, the consideration for a 
purchase of Creation Units will generally consist of an in-kind deposit 
of specified securities that would be consistent with the relevant 
Fund's investment objective and portfolio (``Deposit Instruments'') and 
an amount of cash (``Cash Amount'') or, as permitted or required by the 
Fund, of cash. The Cash Amount together with the Deposit Instruments, 
as applicable, are referred to as the ``Creation Deposit,'' which 
represents the minimum initial and subsequent investment amount for 
Creation Units. The Cash Amount represents the difference between the 
NAV of a Creation Unit and the market value of Deposit Instruments.
    According to the Registration Statement, the Trust reserves the 
right to accept a basket of securities or cash that differs from 
Deposit Instruments or to permit or require the substitution of an 
amount of cash (i.e., a ``cash in lieu'' amount) to be added to the 
Cash Amount to replace any Deposit Instrument which may, among other 
reasons, not be available in sufficient quantity for delivery, not be 
permitted to be re-registered in the name of the Trust as a result of 
an in-kind creation order pursuant to local law or market convention or 
which may not be eligible for transfer through the clearing process, or 
which may not be eligible for trading by a participating party.
    According to the Registration Statement, all orders to create 
Creation Units must be received by the Distributor no later than the 
end of Regular Trading Hours \25\ on the date such order is placed in 
order for creation of Creation Units to be effected based on the NAV of 
the relevant Fund as determined on such date.
---------------------------------------------------------------------------

    \25\ Regular Trading Hours are 9:30 a.m. to 4:00 p.m. E.T.
---------------------------------------------------------------------------

    According to the Registration Statement, Shares may be redeemed 
only in Creation Units at their NAV next determined after receipt of a 
redemption request in proper form by the Distributor, only on a 
business day and only through an authorized participant.
    According to the Registration Statement, unless cash redemptions 
are permitted or required for a Fund, the redemption proceeds for a 
Creation Unit will generally consist of in-kind securities and 
instruments (``Redemption Instruments'') as announced by the 
Administrator on the business day of the request for redemption, plus 
cash in an amount equal to the difference between the NAV of the Shares 
being redeemed, as next determined after a receipt of a request in 
proper form, and the value of the Redemption Instruments, less the 
applicable fees. Should the Redemption Instruments have a value greater 
than the NAV of the Shares being redeemed, a compensating cash payment 
to the Trust equal to the differential plus the applicable redemption 
transaction fee will be required to be arranged for by or on behalf of 
the redeeming shareholder. Each Fund reserves the right to honor a 
redemption request by delivering a basket of securities or cash that 
differs from the Redemption Instruments.
    According to the Registration Statement, an order to redeem 
Creation Units of a Fund will be deemed received on the transmittal 
date if such order is received by the Distributor not later than 4:00 
p.m. E.T. on such transmittal date and all other procedures are 
properly followed; such order will be effected based on the NAV of a 
Fund as next determined.
    According to the Registration Statement, the Administrator, through 
the NSCC, will make available on each business day, immediately prior 
to the opening of business on the Exchange (currently 9:30 a.m. E.T.), 
(a) the list of the names and the required number of each Deposit 
Instrument to be included in the current Creation Deposit (based on 
information at the end of the previous business day) as well as the 
Cash Amount for each Fund and (b) the Redemption Instruments that will 
be applicable to redemption requests received in proper form on that 
day. In addition, the Administrator, through the NSCC, also makes 
available on a continuous basis throughout the day, the Intraday 
Indicative Value.\26\
---------------------------------------------------------------------------

    \26\ The Intraday Indicative Value calculations are estimates of 
the value of the Funds' NAV per Share using market data converted 
into U.S. dollars at the current currency rates. The Intraday 
Indicative Value price is based on quotes and closing prices from 
the securities' local market and may not reflect events that occur 
subsequent to the local market's close. Premiums and discounts 
between the Intraday Indicative Value and the market price may 
occur. This should not be viewed as a ``real-time'' update of the 
NAV per Share of the Funds, which is calculated only once a day.
---------------------------------------------------------------------------

Availability of Information
    The Funds' website (www.ARK-Funds.com) will include a form of the 
prospectus for the Funds that may be downloaded. The Funds' website 
will include additional quantitative information updated on a daily 
basis, including, for each 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''),\27\ 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 during Regular Trading Hours on the Exchange, the 
Adviser will disclose on its website the Disclosed Portfolio, as 
defined in BZX Rule 14.11(i)(3)(B), that will form the basis for each 
Fund's calculation of NAV at the end of the business day.\28\
---------------------------------------------------------------------------

    \27\ The Bid/Ask Price of each Fund 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 relevant Fund's NAV. The records 
relating to Bid/Ask Prices will be retained by the Funds and their 
service providers.
    \28\ Under accounting procedures followed by the Funds, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Funds 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
---------------------------------------------------------------------------

    On a daily basis, the Adviser will disclose for each portfolio 
security and other financial instrument of the Funds the following 
information on the Funds' website: Ticker symbol (if applicable), name 
of security and/or financial instrument, number of shares, if 
applicable, and dollar value of financial instruments and securities 
held in the portfolio, and percentage weighting of the security and 
financial instrument in the portfolio. The website information will be 
publicly available at no charge.
    In addition, a basket composition file, which includes the security 
names and share quantities, if applicable, required to be delivered in 
exchange for a Fund's Shares, together with estimates and actual cash 
components, will be publicly disseminated daily prior to the opening of 
BZX via NSCC. The basket will represent one Creation Unit of the 
relevant Fund.
    Investors will also be able to obtain the Trust's Statement of 
Additional Information (``SAI''), the Funds' Shareholder Reports, and 
the Trust's Form N-CSR and Form N-CEN. 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-CEN may be viewed on-screen or 
downloaded from the Commission's website at www.sec.gov. Information 
regarding market price and trading volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services. Information

[[Page 375]]

regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers.
    Quotation and last sale information for the Shares and underlying 
securities that are exchange listed, including equities (including 
common stock, partnership interests and business trust shares, as well 
as depositary receipts (excluding ADRs traded OTC and GDRs), rights, 
warrants, preferred securities, ETFs and ETPs (collectively, ``Exchange 
Traded Equities'')), will be available via the Consolidated Tape 
Association (``CTA'') high-speed line and from the securities exchange 
on which they are listed. Quotation and last sale information for GDRs 
will be available from the securities exchange on which they are 
listed. Information relating to futures and options on futures also 
will be available from the exchange on which such instruments are 
traded. Information relating to exchange-traded options will be 
available via the Options Price Reporting Authority. Quotation 
information from brokers and dealers or pricing services will be 
available for ADRs traded OTC, investment company securities (other 
than ETFs), including closed end investment companies, unit investment 
trusts and open-end investment companies, non-exchange-traded 
derivatives, including forwards, swaps and certain options, and fixed 
income securities, including P-Notes, structured notes, debt 
securities, money market instruments such as commercial paper, 
certificates of deposit, bankers' acceptances, U.S. Government 
securities, repurchase agreements, bonds and convertible securities, 
and shares of short-term fixed income or money market funds. Pricing 
information regarding each asset class in which the Funds will invest 
is generally available through nationally recognized data services 
providers through subscription agreements.
    In addition, for each Fund, an estimated value, defined in BZX Rule 
14.11(i)(3)(C) as the ``Intraday Indicative Value,'' that reflects an 
estimated intraday value of a Fund's portfolio, will be disseminated. 
Moreover, the Intraday Indicative Value will be based upon the current 
value for the components of the Disclosed Portfolio and will be updated 
and widely disseminated by one or more major market data vendors at 
least every 15 seconds during the Exchange's Regular Trading Hours.\29\ 
In addition, the quotations of certain of the Fund's holdings may not 
be updated during U.S. trading hours if such holdings do not trade in 
the United States or if updated prices cannot be ascertained.
---------------------------------------------------------------------------

    \29\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available 
Intraday Indicative Values published via the Consolidated Tape 
Association (``CTA'') or other data feeds.
---------------------------------------------------------------------------

    Additional information regarding the Trust and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings disclosure policies, distributions 
and taxes is included in the Registration Statement. All terms relating 
to the Funds that are referred to, but not defined in, this proposed 
rule change are defined in the Registration Statement.
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 Funds.\30\ Trading in Shares of the Funds 
will be halted if the circuit breaker parameters in BZX Rule 11.18 have 
been reached. Trading also may be halted because of market conditions 
or for reasons that, in the view of the Exchange, make trading in the 
Shares inadvisable. These may include: (1) The extent to which trading 
is not occurring in the securities and/or the financial instruments 
comprising the Disclosed Portfolio of the Funds; or (2) whether other 
unusual conditions or circumstances detrimental to the maintenance of a 
fair and orderly market are present. Trading in the Shares will be 
subject to BZX Rule 11.18, which sets forth circumstances under which 
Shares of a Fund may be halted.
---------------------------------------------------------------------------

    \30\ See BZX Rule 11.18.
---------------------------------------------------------------------------

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. The Exchange will 
allow trading in the Shares from 8:00 a.m. until 5:00 p.m. E.T. The 
Exchange has appropriate rules to facilitate transactions in the Shares 
during all trading sessions. As provided in BZX Rule 14.11(i)(2)(C), 
the minimum price variation for quoting and entry of orders in Managed 
Fund Shares traded on the Exchange is $0.01.
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 Fund Shares.
    The Exchange will communicate as needed regarding trading in the 
Shares and underlying Exchange Traded Equities, exchange traded options 
and futures with other markets and other entities that are members of 
the ISG, and the Exchange, or FINRA, on behalf of the Exchange, may 
obtain trading information regarding trading in the Shares and 
underlying Exchange Traded Equities, exchange traded options and 
futures from such markets and other entities. In addition, the Exchange 
may obtain information regarding trading in the Shares and underlying 
Exchange Traded Equities, exchange traded options and futures from 
markets and other entities that are members of ISG or with which the 
Exchange has in place a comprehensive surveillance sharing 
agreement.\31\ At least 90% of each Fund's investments in equity 
securities (including GDRs and ADRs) will be in securities that trade 
in markets that are members of the ISG or are parties to a 
comprehensive surveillance sharing agreement with the Exchange. The 
exchange-traded options in which the Funds may invest will trade on 
markets that are members of the ISG or parties to a comprehensive 
surveillance sharing agreement with the Exchange. Each Fund will not 
invest more than 10% of its assets in futures that trade in markets 
that are not members of the ISG or parties to a comprehensive 
surveillance sharing agreement with the Exchange.
---------------------------------------------------------------------------

    \31\ 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 each 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.
Information Circular
    Prior to the commencement of listing on the Exchange, the Exchange 
will inform its members in an Information Circular of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Information Circular will discuss the following: (1) 
The procedures for purchases and redemptions of Shares in Creation 
Units (and that Shares are not individually redeemable); (2) BZX Rule 
3.7, which imposes suitability obligations on Exchange members with 
respect to recommending transactions in the Shares to customers; (3) 
how

[[Page 376]]

information regarding the Intraday Indicative Value and the Disclosed 
Portfolio is disseminated; (4) the risks involved in trading the Shares 
during the Pre-Opening \32\ and After Hours Trading Sessions \33\ when 
an updated Intraday Indicative Value will not be calculated or publicly 
disseminated; (5) the requirement that members deliver a prospectus to 
investors purchasing newly issued Shares prior to or concurrently with 
the confirmation of a transaction; and (6) trading information.
---------------------------------------------------------------------------

    \32\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. E.T.
    \33\ The After Hours Trading Session is from 4:00 p.m. to 5:00 
p.m. E.T.
---------------------------------------------------------------------------

    In addition, the Information Circular will advise members, prior to 
the commencement of trading, of the prospectus delivery requirements 
applicable to the Fund. Members purchasing Shares from the Funds for 
resale to investors will deliver a prospectus to such investors. The 
Information Circular will also discuss any exemptive, no-action, and 
interpretive relief granted by the Commission from any rules under the 
Act.
    In addition, the Information Circular will reference that each Fund 
is subject to various fees and expenses described in the Registration 
Statement. The Information Circular will also disclose the trading 
hours of the Shares of each of the Funds and the applicable NAV 
Calculation Time for the Shares. The Information Circular will disclose 
that information about the Shares of the Fund will be publicly 
available on each Fund's website. In addition, the Information Circular 
will reference that the Trust is subject to various fees and expenses 
described in each Fund's Registration Statement.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \34\ 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.
---------------------------------------------------------------------------

    \34\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange notes that the Commission has previously approved the 
listing and trading of the Shares.\35\ 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 applicable initial and continued listing 
criteria in BZX Rule 14.11(i). 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. If the investment adviser to the investment company 
issuing Managed Fund Shares is affiliated with a broker-dealer, such 
investment adviser to the investment company shall erect 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. The Exchange will 
communicate as needed regarding trading in the Shares and underlying 
Exchange Traded Equities, exchange traded options and futures with 
other markets and other entities that are members of the ISG, and may 
obtain trading information regarding trading in the Shares and 
underlying Exchange Traded Equities, exchange traded options and 
futures from such markets and other entities. In addition, the Exchange 
may obtain information regarding trading in the Shares and Exchange 
Traded Equities, exchange traded options and futures from markets and 
other entities that are members of ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement. At least 90% 
of each Fund's investments in equity securities (including GDRs and 
ADRs) will be in securities that trade in markets that are members of 
the ISG or are parties to a comprehensive surveillance sharing 
agreement with the Exchange. The exchange-traded options in which the 
Funds may invest will trade on markets that are members of the ISG or 
parties to a comprehensive surveillance sharing agreement with the 
Exchange. Each Fund will not invest more than 10% of its assets in 
futures that trade in markets that are not members of the ISG or 
parties to a comprehensive surveillance sharing agreement with the 
Exchange. Additionally, all statements and representations made in this 
filing regarding (a) the description of each Fund's portfolio or 
reference assets, (b) limitations on portfolio holdings or reference 
assets, (c) the dissemination and availability of the intraday 
indicative value and reference assets, or (d) the applicability of 
Exchange rules and surveillance procedures shall constitute continued 
listing requirements for listing the Shares on the Exchange.
---------------------------------------------------------------------------

    \35\ See Securities Exchange Act Release No. 72641 (July 18, 
2014), 79 FR 43108 (July 18, 2014) (SR-NYSEArca-2014-64).
---------------------------------------------------------------------------

    The Adviser is not registered as a broker-dealer and is not 
affiliated with a broker-dealer. In the event (a) the Adviser or any 
sub-adviser becomes, or becomes newly affiliated with, a broker-dealer, 
or (b) any new adviser or sub-adviser is, or becomes affiliated with, a 
broker-dealer, it will implement a fire wall with respect to its 
relevant personnel or broker-dealer affiliate, as applicable, regarding 
access to information concerning the composition and/or changes to a 
portfolio, and will be subject to procedures designed to prevent the 
use and dissemination of material non-public information regarding such 
portfolio. Each Fund may hold up to an aggregate amount of 15% of its 
net assets in illiquid securities (calculated at the time of 
investment), including Rule 144A securities deemed illiquid by the 
Adviser consistent with Commission guidance. Each Fund's investments 
will be consistent with its respective investment objective and will 
not be used to enhance leverage.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share will be calculated daily and that the NAV 
and the Disclosed Portfolio will be made available to all market 
participants at the same time. In addition, a large amount of 
information is publicly available regarding the Funds and the Shares, 
thereby promoting market transparency. Moreover, the Intraday 
Indicative Value will be widely disseminated by one or more major 
market data vendors at least every 15 seconds during the Regular 
Trading Hours. On each business day, before commencement of trading in 
Shares in the Regular Trading Hours on the Exchange, the Adviser will 
disclose on its website the Disclosed Portfolio that will form the 
basis for the Funds' calculation of NAV at the end of the business day.
    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 and underlying securities that 
are exchange listed, including Exchange Traded Equities, will be 
available via the CTA high-speed line and from the securities exchange 
on which they are listed. Quotation and last sale information for GDRs 
will be available from the

[[Page 377]]

securities exchange on which they are listed. Information relating to 
futures and options on futures also will be available from the exchange 
on which such instruments are traded.
    Information relating to exchange-traded options will be available 
via the Options Price Reporting Authority. Quotation information from 
brokers and dealers or pricing services will be available for ADRs 
traded OTC, investment company securities (other than ETFs), including 
closed end investment companies, unit investment trusts and open-end 
investment companies, non-exchange-traded derivatives, including 
forwards, swaps and certain options, and fixed income securities, 
including P-Notes, structured notes, debt securities, money market 
instruments such as commercial paper, certificates of deposit, bankers' 
acceptances, U.S. Government securities, repurchase agreements, bonds 
and convertible securities, and shares of short-term fixed income or 
money market funds. Pricing information regarding each asset class in 
which the Funds will invest is generally available through nationally 
recognized data services providers through subscription agreements. The 
website for the Funds will include a form of the prospectus for the 
Funds and additional data relating to NAV and other applicable 
quantitative information. Moreover, prior to the commencement of 
listing on the Exchange, the Exchange will inform its Members in an 
Information Circular of the special characteristics and risks 
associated with trading the Shares. Trading in Shares of the Fund will 
be halted under the conditions specified in BZX Rule 11.18. Trading may 
also be halted because of market conditions or for reasons that, in the 
view of the Exchange, make trading in the Shares inadvisable. Finally, 
trading in the Shares will be subject to BZX Rule 14.11(i)(4)(B)(iv), 
which sets forth circumstances under which Shares of the Fund may be 
halted. As noted above, investors will also have ready access to 
information regarding the Fund's holdings, the Intraday Indicative 
Value, the Disclosed Portfolio, and quotation and last sale information 
for the Shares.
    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 
additional types of actively-managed exchange-traded products that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, the Exchange may obtain 
information regarding trading in the Shares from markets and other 
entities that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement. In addition, as 
noted above, investors will have ready access to information regarding 
the Funds' holdings, the Intraday Indicative Value, the Disclosed 
Portfolio, and quotation and last sale information for the Shares.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change, rather, will facilitate the transfer from Arca 
and listing of additional actively-managed exchange-traded products on 
the Exchange, which will enhance competition among listing venues, to 
the benefit of issuers, investors, and the marketplace more broadly.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \36\ and Rule 19b-
4(f)(6) thereunder.\37\
---------------------------------------------------------------------------

    \36\ 15 U.S.C. 78s(b)(3)(A).
    \37\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \38\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \39\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has requested that the Commission waive the 30-day operative delay so 
that the proposed rule change may become operative upon filing. The 
Exchange states that waiver of the 30-day operative delay would allow 
the Shares to be listed on the Exchange in December 2019, which would 
allow the Funds to avoid paying 2020 listing fees to Arca, fees which 
would otherwise be applied at the beginning of January 2020. Further, 
the Commission notes that the proposal, with respect to the Funds, is 
substantively identical to the Prior Proposal,\40\ and the issuer 
represents that all material representations contained within the Prior 
Proposal remain true. For these reasons, the Commission believes that 
waiver of the 30-day operative delay is consistent with the protection 
of investors and the public interest. Accordingly, the Commission 
hereby waives the operative delay and designates the proposed rule 
change operative upon filing.\41\
---------------------------------------------------------------------------

    \38\ 17 CFR 240.19b-4(f)(6).
    \39\ 17 CFR 240.19b-4(f)(6)(iii).
    \40\ See supra note 7.
    \41\ For purposes only of waiving the 30-day operative delay, 
the Commission also has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
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 protected]. Please include 
File Number SR-CboeBZX-2019-109 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange

[[Page 378]]

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-CboeBZX-2019-109. 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-2019-109, and should be 
submitted on or before January 24, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\42\
---------------------------------------------------------------------------

    \42\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-28362 Filed 1-2-20; 8:45 am]
BILLING CODE 8011-01-P