[Federal Register Volume 85, Number 120 (Monday, June 22, 2020)]
[Notices]
[Pages 37488-37491]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-13312]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89073; File No. SR-NYSEArca-2020-46]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To Amend NYSE Arca Rule 5.2-E(j)(6) Relating to 
Options-Linked Securities

June 16, 2020.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on June 10, 2020, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend NYSE Arca Rule 5.2-E(j)(6) (``Index-
Linked Securities'') to accommodate Exchange listing and trading of 
Options-Linked Securities. The proposed rule change is available on the 
Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

    1. Purpose
    NYSE Arca Rule 5.2-E(j)(6) provides for Exchange listing and 
trading, including listing pursuant to Rule 19b-4(e) under the Act,\4\ 
of ``Index-Linked Securities.'' \5\
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    \4\ Rule 19b-4(e) under the Act provides that the listing and 
trading of a new derivative securities product by a self-regulatory 
organization (``SRO'') shall not be deemed a proposed rule change, 
pursuant to section (c)(1) of Rule 19b-4, if the Commission has 
approved, pursuant to Section 19(b) of the Act, the SRO's trading 
rules, procedures, and listing standards for the product class and 
the SRO has a surveillance program for the product class.
    \5\ Rule 5.2-E(j)(6) currently accommodates Exchange listing of 
Equity Index-Linked Securities, Commodity-Linked Securities, 
Currency-Linked Securities, Fixed Income Index-Linked Securities, 
Futures-Linked Securities and Multifactor Index-Linked Securities.
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    The Exchange proposes to amend NYSE Arca Rule 5.2-E(j)(6) to add 
Options-Linked Securities to the type of Index-Linked Securities 
permitted to list and trade on the Exchange.\6\
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    \6\ Index-Linked Securities are sometimes referred to as 
``exchange-traded notes'' or ``ETNs.''
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    Proposed Rule 5.2-E(j)(6)(vii) would provide that the payment at 
maturity with respect to Options-Linked Securities would be based on 
the performance of one or more U.S. exchange-traded options on any one 
or combination of the following: (a) Investment Company Units; (b) 
Exchange-Traded Fund Shares; (c) Index-Linked Securities; (d) 
securities defined in Section 2 of Rule 8-E; \7\ (e)

[[Page 37489]]

the S&P 100 Index, the S&P 500 Index, the Nasdaq 100 Index, the Dow 
Jones Industrial Average, the MSCI EAFE Index, the MSCI Emerging 
Markets Index, the NYSE FANG Index or the Russell 2000 Index; or (f) a 
basket or index of any of the foregoing (collectively, ``Options 
Reference Asset'').\8\ To the extent that the Options Reference Asset 
consists of options based on Investment Company Units, Exchange-Traded 
Fund Shares, Index-Linked Securities, or securities defined in Section 
2 of Rule 8-E, such Investment Company Units, Exchange-Traded Fund 
Shares, Index-Linked Securities, or securities defined in Section 2 of 
Rule 8-E shall not seek to provide investment results, before fees and 
expenses, that correspond to the inverse, a specific multiple, or a 
specific inverse multiple of the percentage performance on a given day 
of a particular index or combination of indexes.
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    \7\ The following securities currently are included in Section 2 
of NYSE Arca Rule 8-E: Portfolio Depositary Receipts (Rule 8.100); 
Trust Issued Receipts (Rule 8.200); Commodity-Based Trust Shares 
(Rule 8.201); Currency Trust Shares (Rule 8.202); Commodity Index 
Trust Shares (Rule 8.203); Commodity Futures Trust Shares (Rule 
8.204); Partnership Units (Rule 8.300); Paired Trust Shares (Rule 
8.400); Trust Units (Rule 8.500); Managed Fund Shares (Rule 8.600); 
Managed Trust Securities (Rule 8.700); and Managed Portfolio Shares 
(Rule 8.900-E).
    \8\ Current Rule 5.2-E(j)(6)(vi) applicable to Multifactor 
Index-Linked Securities would be amended to add Options Reference 
Asset as a Multifactor Reference Asset. In addition, the new term 
``Options-Linked Securities'' would be added to certain headings in 
Rule 5.2-E(j)(6).
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    Proposed Rule 5.2-E(j)(6)(B)(VII) (Options-Linked Securities 
Listing Standards) would set forth initial and continued listing 
criteria applicable to Options-Linked Securities. Proposed Section 
VII(1) would provide that an issue of Options-Linked Securities must 
meet the initial listing standard set forth in either (a) or (b) below:
    (a) The Options Reference Asset to which the security is linked 
shall have been reviewed and approved for the trading of Options-Linked 
Securities or options or other derivatives by the Commission under 
Section 19(b)(2) of the Securities Exchange Act of 1934 and rules 
thereunder and the conditions set forth in the Commission's approval 
order, including with respect to comprehensive surveillance sharing 
agreements, continue to be satisfied.
    (b) The pricing information for components of the Options Reference 
Asset must be derived from a market which is an ISG member or affiliate 
or with which the Exchange has a comprehensive surveillance sharing 
agreement.
    In addition, an issue of Options-Linked Securities must meet the 
following initial listing criteria:
    (a) The value of the Options Reference Asset must be calculated and 
widely disseminated by one or more major market data vendors on at 
least a 15-second basis during the Core Trading Session (as defined in 
NYSE Arca Rule 7.34-E); and
    (b) in the case of Options-Linked Securities that are periodically 
redeemable, the indicative value of the subject Options-Linked 
Securities must be calculated and widely disseminated by the Exchange 
or one or more major market data vendors on at least a 15-second basis 
during the Core Trading Session.
    Proposed Section VII(2) would provide that an issue of Options-
Linked Securities must meet the following continued listing criteria: 
\9\
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    \9\ The continued listing criteria in proposed Rule 5.2-
E(j)(6)(B)(VII)(2) are substantively identical to continued listing 
criteria in Rule 5.2-E(j)(6) applicable to other Index Linked 
Securities.
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    (a) The Exchange may halt trading in the securities and will 
initiate delisting proceedings pursuant to Rule 5.5-E(m) if any of the 
initial listing criteria described above are not continuously 
maintained; and
    (b) The Exchange may also halt trading in the securities and will 
initiate delisting proceedings pursuant to Rule 5.5-E(m) under any of 
the following circumstances:
    (i) If the aggregate market value or the principal amount of the 
Options-Linked Securities publicly held is less than $400,000;
    (ii) The value of the Options Reference Asset is no longer 
calculated or available and a new Options Reference Asset is 
substituted, unless the new Options Reference Asset meets the 
requirements of this Rule 5.2-E(j)(6); or
    (iii) If such other event shall occur or condition exists which in 
the opinion of the Exchange makes further dealings on the Exchange 
inadvisable.
    The Exchange also proposes to amend Commentary .01(a) and (b) to 
Rule 5.2-E(j)(6), which relate to specified requirements and 
obligations of an Equity Trading Permit (ETP) Holder acting as a 
registered Market Maker, to include Options Linked Securities and 
options to the financial instruments covered by Commentary .01.\10\
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    \10\ The Exchange also proposes to make certain technical 
corrections to the existing rule text of Commentary .01 to Rule 5.2-
E(j)(6).
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    As noted above, proposed NYSE Arca Rule 5.2-E(j)(6)(vii) provides 
that the Options Reference Asset for Options Linked Securities consists 
of one or more U.S. exchange-traded options on any one or combination 
of the following: (a) Investment Company Units; \11\ (b) Exchange-
Traded Fund Shares; \12\ (c) Index-Linked Securities; (d) securities 
defined in Section 2 of Rule 8-E; (e) the S&P 100 Index, the S&P 500 
Index, the Nasdaq 100 Index, the Dow Jones Industrial Average, the MSCI 
EAFE Index, the MSCI Emerging Markets Index, the NYSE FANG Index or the 
Russell 2000 Index (collectively, the ``Indexes''); or (f) a basket or 
index of any of the foregoing.
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    \11\ Investment Company Units are securities described in NYSE 
Arca Rule 5.2-E(j)(3) or comparable rules of other national 
securities exchanges.
    \12\ Exchange-Traded Fund Shares are securities described in 
NYSE Arca Rule 5.2-E(j)(8) or comparable rules of other national 
securities exchanges.
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    With respect to underlying components of the Options Reference 
Asset, the Exchange notes that, to the extent that Investment Company 
Units, Exchange-Traded Fund Shares, Index-Linked Securities and 
securities defined in Section 2 of Rule 8-E are listed and traded on 
the Exchange, such securities are subject to Exchange initial and 
continued listing criteria under applicable Exchange rules as approved 
by the Commission. In addition, the Commission has approved or issued a 
notice of effectiveness to permit listing on a national securities 
exchange of securities based on certain Indexes.\13\ With respect 
underlying components of the Options Reference Asset, the Exchange 
notes that, to the extent that securities comparable to Investment 
Company Units, Exchange-Traded Fund Shares, Index-Linked Securities and 
securities defined in Section 2 of Rule 8-E are listed and traded on 
other national securities exchanges, such securities are subject to 
rules for initial

[[Page 37490]]

and continued listing criteria as approved by the Commission for such 
exchanges. With respect to options on the Indexes, options on all of 
the Indexes are currently traded on U.S. options exchanges.
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    \13\ See, e.g., Securities Exchange Act Release Nos. 31591 
(December 11, 1992), 57 FR 60253 (December 18, 1992) (SR-Amex-92-18) 
(approving the listing and trading of Portfolio Depositary Receipts 
based on the S&P 500 Index); 39525 (January 8, 1998), 63 FR 2438 
(January 15, 1998) (SR-Amex-97-29) (approving the listing and 
trading of DIAMONDS Trust Units, Portfolio Depositary Receipts based 
on the Dow Jones Industrial Average); 39011 (September 3, 1997), 62 
FR 47840 (September 11, 1997) (SR-CBOE-97-26) (approving the listing 
and trading of options on the Dow Jones Industrial Average); 19907 
(June 24, 1983), 48 FR 30814 (July 5, 1983) (SR-CBOE-83-08) 
(approving the listing and trading of options on the S&P 500 Index 
on the CBOE); 41119 (February 26, 1999), 64 FR 11510 (March 9, 1999) 
(SR-Amex-98-34) (Order Approving and Notice of Filing and Order 
Granting Accelerated Approval of Amendment Nos. 3 and 4 to the 
Proposed Rule Change Relating to the Listing and Trading of Shares 
of the Nasdaq-100 Trust); 87437 (October 31, 2019), 84 FR 59900 
(November 6, 2019) (SR-NYSEArca-2019-62) (Notice of Filing of 
Amendment No. 1, and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment No. 1, Relating to 
the Listing and Trading of Shares of the Innovator MSCI EAFE Power 
Buffer ETFs and Innovator MSCI Emerging Markets Power Buffer ETFs 
under NYSE Arca Rule 8.600-E).
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    Finally, all Options-Linked Securities listed pursuant to NYSE Arca 
Rule 5.2-E(j)(6) would be included within the definition of 
``security'' or ``securities'' as such terms are used in the Exchange's 
rules and, as such, are subject to Exchange rules and procedures that 
currently govern the trading of securities on the Exchange. In addition 
to proposed NYSE Arca Rule 5.2-E (j)(6)(vii) and proposed NYSE Arca 
Rule 5.2-E(j)(6)(B)(VII), all other provisions of Rule 5.2-E(j)(6) will 
apply to Options-Linked Securities as applicable.
    The Exchange believes that the proposed standards would continue to 
ensure transparency surrounding the listing process for Index-Linked 
Securities. The Exchange also believes that the standards for listing 
and trading Options-Linked Securities are reasonably designed to 
promote a fair and orderly market for such securities. The proposed 
addition of Options Reference Asset, as described above, would also 
work in conjunction with the initial and continued listing criteria 
related to surveillance procedures and trading guidelines for Index-
Linked Securities.
    The Exchange believes that its surveillance procedures are adequate 
to properly monitor the trading of Options-Linked Securities in all 
trading sessions and to deter and detect violations of Exchange rules. 
The issuer of a series of Options-Linked Securities will be required to 
comply with Rule 10A-3 under the Act \14\ for the initial and continued 
listing of Index-Linked Securities, as provided in NYSE Arca Rule 5.2-
E(j)(6)(A)(f). The Exchange notes that the proposed change is not 
intended to amend any other component or requirement of NYSE Arca Rule 
5.2-E(j)(6). With respect to options comprising the Options Reference 
Asset, the pricing information for components of the Options Reference 
Asset must be derived from a market which is an ISG member or affiliate 
or with which the Exchange has a comprehensive surveillance sharing 
agreement.
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    \14\ 17 CFR 240.10A-3.
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    Quotation and last sale information for Options-Linked Securities, 
Investment Company Units, Exchange-Traded Fund Shares, Index-Linked 
Securities, and securities defined in Section 2 of Rule 8-E are 
available via the Consolidated Tape Association (``CTA'') high speed 
line. Quotation and last sale information for such securities also will 
be available from the exchange on which they are listed. Quotation and 
last sale information for options on Investment Company Units, 
Exchange-Traded Fund Shares, Index-Linked Securities, securities 
defined in Section 2 of Rule 8-E and the Indexes will be available via 
the Options Price Reporting Authority and major market data vendors. 
Information regarding values of the Indexes is available from major 
market data vendors.
    The Exchange believes that the proposed rule change will provide 
investors with the ability to better diversify and hedge their 
portfolios using an exchange-listed security without having to trade 
directly in the underlying options contracts, and will facilitate the 
listing and trading of additional Index-Linked Securities that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\15\ in general, and furthers the 
objectives of Sections 6(b)(5) of the Act,\16\ in particular, because 
it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to, and 
perfect the mechanisms of, a free and open market and a national market 
system and, in general, to protect investors and the public interest 
and because it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
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    With respect to underlying components of the Options Reference 
Asset, the Exchange notes that Investment Company Units, Exchange-
Traded Fund Shares, Index-Linked Securities and securities defined in 
Section 2 of Rule 8-E are subject to Exchange initial and continued 
listing criteria under applicable Exchange rules as approved by the 
Commission. With respect underlying components of the Options Reference 
Asset, the Exchange notes that, to the extent that securities 
comparable to Investment Company Units, Exchange-Traded Fund Shares, 
Index-Linked Securities and securities defined in Section 2 of Rule 8-E 
are listed and traded on other national securities exchanges, such 
securities are subject to rules for initial and continued listing 
criteria as approved by the Commission for such exchanges. In addition, 
the Commission has approved or issued a notice of effectiveness to 
permit listing on a national securities exchange of securities based on 
certain Indexes.\17\ With respect to options on the Indexes, options on 
all of the Indexes are currently traded on U.S. options exchanges. All 
options included in the Options Reference Asset will be U.S. exchange-
traded.
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    \17\ See note 13, supra.
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    Under proposed NYSE Arca Rule 5.2-E(j)(6)(vii), to the extent that 
the Options Reference Asset consists of options based on Investment 
Company Units, Exchange-Traded Fund Shares, Index-Linked Securities, or 
securities defined in Section 2 of Rule 8-E, such Investment Company 
Units, Exchange-Traded Fund Shares, Index-Linked Securities, or 
securities defined in Section 2 of Rule 8-E shall not seek to provide 
investment results, before fees and expenses, that correspond to the 
inverse, a specific multiple, or a specific inverse multiple of the 
percentage performance on a given day of a particular index or 
combination of indexes.
    Under proposed NYSE Arca Rule 5.2-E(j)(6)(B)(VII)(1), an issue of 
Options-Linked Securities would be required to meet the initial listing 
standard in either (a) or (b) as follows: (a) The Options Reference 
Asset to which the security is linked shall have been reviewed and 
approved for the trading of Options-Linked Securities or options or 
other derivatives by the Commission under Section 19(b)(2) of the 
Securities Exchange Act of 1934 and rules thereunder and the conditions 
set forth in the Commission's approval order, including with respect to 
comprehensive surveillance sharing agreements, continue to be 
satisfied; or (b) The pricing information for components of the Options 
Reference Asset must be derived from a market which is an ISG member or 
affiliate or with which the Exchange has a comprehensive surveillance 
sharing agreement.
    In addition, an issue of Options-Linked Securities must meet the 
following initial listing criteria in NYSE Arca Rule 5.2-
E(j)(6)(B)(VII): (a) The value of the Options Reference Asset must be 
calculated and widely disseminated by one or more major market data 
vendors on at least a 15-second basis during the Core Trading Session 
(as defined in NYSE Arca Rule

[[Page 37491]]

7.34-E); and (b) In the case of Options-Linked Securities that are 
periodically redeemable, that the indicative value of the subject 
Option-Linked Securities must be calculated and widely disseminated by 
the Exchange or one or more major market data vendors on at least a 15-
second basis during the Core Trading Session.
    Options-Linked Securities also will be subject to the continued 
listing criteria in proposed Rule 5.2-E(j)(6)(B)(VII)(2) as described 
above. Finally, all Options-Linked Securities listed pursuant to NYSE 
Arca Rule 5.2-E(j)(6) would be included within the definition of 
``security'' or ``securities'' as such terms are used in the Exchange's 
rules and, as such, are subject to Exchange rules and procedures that 
currently govern the trading of securities on the Exchange. In addition 
to proposed NYSE Arca Rule 5.2-E(j)(6)(vii) and proposed Rule 5.2-
E(j)(6)(B)(VII), all other provisions of Rule 5.2-E(j)(6) will apply to 
Options-Linked Securities as applicable.
    The Exchange also proposes to amend Commentary .01(a) and (b) to 
Rule 5.2-E(j)(6), which relate to specified requirements and 
obligations of an Equity Trading Permit (ETP) Holder acting as a 
registered Market Maker, to include Options Linked Securities and 
options to the financial instruments covered by Commentary .01.
    The Exchange also proposes to make certain technical corrections to 
the existing rule text of Commentary .01 to Rule 5.2-E(j)(6).
    The Exchange believes that the proposed standards would continue to 
ensure transparency surrounding the listing process for Index-Linked 
Securities. The Exchange also believes that the standards for listing 
and trading Options-Linked Securities are reasonably designed to 
promote a fair and orderly market for such securities. The proposed 
addition of Options Reference Asset, as described above, would also 
work in conjunction with the initial and continued listing criteria 
related to surveillance procedures and trading guidelines for Index-
Linked Securities. The Exchange believes that its surveillance 
procedures are adequate to properly monitor the trading of Options-
Linked Securities in all trading sessions and to deter and detect 
violations of Exchange rules. Trading in the securities may be halted 
under the conditions specified in NYSE Arca Rule 5.2-E(j)(6)(E).
    The Exchange believes that the proposed rule change will provide 
investors with the ability to better diversify and hedge their 
portfolios using an exchange listed security without having to trade 
directly in the underlying options contracts, and will facilitate the 
listing and trading of additional Index-Linked Securities that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace.

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

    In accordance with Section 6(b)(8) of the Act,\18\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. The proposed rule change will facilitate the 
listing and trading of additional Index-Linked Securities that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace.
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    \18\ 15 U.S.C. 78f(b)(8).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2020-46 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2020-46. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEArca-2020-46, and should be 
submitted on or before July 13, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-13312 Filed 6-19-20; 8:45 am]
BILLING CODE 8011-01-P