[Federal Register Volume 85, Number 81 (Monday, April 27, 2020)]
[Notices]
[Pages 23408-23411]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-08813]



[[Page 23408]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88715; File No. SR-CboeBZX-2020-021]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To List 
and Trade Shares of the Agility Shares Managed Risk Equity ETF, a 
Series of the Northern Lights Fund Trust, Under Rule 14.11(i)

April 21, 2020.
    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 April 15, 2020, 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.
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    \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).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes a rule change to list and trade shares of the 
Agility Shares Managed Risk Equity ETF (the ``Fund''), a series of the 
Northern Lights Fund Trust (the ``Trust''), under Rule 14.11(i) 
(``Managed Fund Shares''). The shares of the Fund are referred to 
herein as the ``Shares.''
    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 and trade the Shares under Rule 
14.11(i), which governs the listing and trading of Managed Fund Shares 
on the Exchange.\5\ The Fund will be an actively managed exchange-
traded fund that seeks to provide income and long-term growth of 
capital. A secondary objective of the Fund is to limit risk during 
unfavorable market conditions. The Exchange submits this proposal in 
order to allow the Fund to hold listed derivatives, in particular 
options and futures on the S&P 500 Index, in a manner that does not 
comply with Rule 14.11(i)(4)(C)(iv)(b).\6\ The Exchange notes that this 
proposal is very similar to a previously approved proposal to list and 
trade a series of Managed Fund Shares on the Exchange with similar 
exposures to a single underlying reference asset and U.S. exchange-
listed equity securities.\7\ Otherwise, the Fund will comply with all 
other listing requirements on an initial and continued listing basis 
under Rule 14.11(i).
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    \5\ The Commission originally 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) and subsequently 
approved generic listing standards for Managed Fund Shares under 
Rule 14.11(i) in Securities Exchange Act Release No. 78396 (July 22, 
2016), 81 FR 49698 (July 28, 2016) (SR-BATS-2015-100).
    \6\ Rule 14.11(i)(4)(C)(iv)(b) provides that ``the aggregate 
gross notional value of listed derivatives based on any five or 
fewer underlying reference assets shall not exceed 65% of the weight 
of the portfolio (including gross notional exposures), and the 
aggregate gross notional value of listed derivatives based on any 
single underlying reference asset shall not exceed 30% of the weight 
of the portfolio (including gross notional exposures).'' The 
Exchange is proposing that the Fund be exempt from both the 30% and 
65% requirements of Rule 14.11(i)(4)(C)(iv)(b).
    \7\ The Exchange notes that this proposal is very similar to 
several previously submitted proposals to list and trade a series of 
Index Fund Shares and Managed Fund Shares with similar exposures to 
a single underlying reference asset, especially S&P 500 Index 
derivatives, and U.S. exchange-listed equity securities that were 
either approved by the Commission or effective upon filing. See 
Securities Exchange Act Release Nos. 83146 (May 1, 2018), 83 FR 
20103 (May 7, 2018) (SR-CboeBZX-2018-029); 83679 (July 20, 2018), 83 
FR 35505 (July 26, 2018); 82906 (March 20, 2018), 83 FR 12992 (March 
26, 2018) (SR-CboeBZX-2017-012); 77045 (February 3, 2016), 81 FR 
6916 (February 9, 2016) (SR-NYSEArca-2015-113) (the ``Amendment''); 
and 74675 (April 8, 2015), 80 FR 20038 (April 14, 2015) (SR-
NYSEArca-2015-05) (collectively, with the Amendment, the ``Arca 
Filing'').
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    The Shares will be offered by the Trust, which was established as a 
Delaware statutory trust on January 19, 2005. The Trust is registered 
with the Commission as an open-end investment company and has filed a 
registration statement on behalf of the Fund on Form N-1A 
(``Registration Statement'') with the Commission.\8\ The Fund's 
adviser, Toews Corporation (the ``Adviser''), is not registered as a 
broker-dealer and is not affiliated with a broker-dealer. Adviser 
personnel who make decisions regarding the Fund's portfolio are subject 
to procedures designed to prevent the use and dissemination of material 
nonpublic information regarding the Fund's portfolio. In the event that 
(a) the Adviser becomes registered as a broker-dealer or newly 
affiliated with a broker-dealer; or (b) any new adviser or sub-adviser 
is a registered broker-dealer or becomes affiliated with a broker-
dealer, it will implement and maintain a fire wall with respect to its 
relevant personnel or such broker-dealer affiliate, as applicable, 
regarding access to information concerning the composition and/or 
changes to the portfolio, and will be subject to procedures designed to 
prevent the use and dissemination of material non-public information 
regarding such portfolio.
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    \8\ The Trust filed a post-effective amendment to the 
Registration Statement on December 18, 2017. See Registration 
Statement on Form N-1A for the Trust (File Nos. 333-179562 and 811-
22668). The descriptions of the Fund and the Shares contained herein 
are based, in part, on information included in the Registration 
Statement. The Commission has issued an order granting exemptive 
relief to the Trust under the Investment Company Act of 1940 (15 
U.S.C. 80a-1) applicable to the activities of the Fund. See 
Investment Company Act Release No. 32777 (August 8, 2017) (File No. 
812-14787).
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    The Fund intends to qualify each year as a regulated investment 
company under Subchapter M of the Internal Revenue Code of 1986, as 
amended.
Agility Shares Managed Risk Equity ETF
    In order to achieve its investment objective of seeking to provide 
income and long-term growth of capital, while limiting risk, under 
Normal Market Conditions,\9\ the Fund will generally invest at least 
80% of its net assets in S&P 500 Derivatives (as defined below),

[[Page 23409]]

options on ETFs,\10\ U.S. Component Stocks,\11\ and U.S. exchange-
listed ETFs that principally invest in U.S. Component Stocks (``U.S. 
ETFs'' and, collectively, with U.S. Component Stocks ``U.S. 
Equities''). The Fund generally will invest in U.S. Component Stocks in 
order to gain exposure to large cap U.S. equity securities. The 
Exchange notes that each of S&P 500 Index futures and options, options 
on S&P 500 Index futures, and options on ETFs are U.S. exchange-listed. 
Under Normal Market Conditions, the Fund may also invest its remaining 
assets in fixed income securities (including ETFs that primarily invest 
in fixed income securities), cash, and Cash Equivalents \12\ and such 
holdings will meet the requirements applicable under Rules 
14.11(i)(4)(C)(ii) and (iii).
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    \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.
    \10\ For purposes of this proposal, the term ETF means Portfolio 
Depositary Receipts, Index Fund Shares, and Managed Fund Shares as 
defined in Rule 14.11(b), 14.11(c), and 14.11(i), respectively, and 
their equivalents on other national securities exchanges as well as 
ETFs operating in reliance on Rule 6c-11 of the Investment Company 
Act of 1940.
    \11\ Pursuant to BZX Rule 14.11(c)(1)(D), the term ``U.S. 
Component Stock'' shall mean an equity security that is registered 
under Sections 12(b) or 12(g) of the Act, or an American Depositary 
Receipt, the underlying equity security of which is registered under 
Sections 12(b) or 12(g) of the Act.
    \12\ As defined in Rule 14.11(i)(4)(C)(iii), Cash Equivalents 
are short-term instruments with maturities of less than three months 
that are: (i) U.S. Government securities, including bills, notes, 
and bonds differing as to maturity and rates of interest, which are 
either issued or guaranteed by the U.S. Treasury or by U.S. 
Government agencies or instrumentalities; (ii) certificates of 
deposit issued against funds deposited in a bank or savings and loan 
association; (iii) bankers acceptances, which are short-term credit 
instruments used to finance commercial transactions; (iv) repurchase 
agreements and reverse repurchase agreements; (v) bank time 
deposits, which are monies kept on deposit with banks or savings and 
loan associations for a stated period of time at a fixed rate of 
interest; (vi) commercial paper, which are short-term unsecured 
promissory notes; and (vii) money market funds.
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    As noted above, Rule 14.11(i)(4)(C)(iv)(b) does not allow the 
aggregate gross notional value of the Fund's holdings in listed 
derivatives based on any five or fewer underlying reference assets to 
exceed 65% of the weight of the portfolio (including gross notional 
exposures), and the aggregate gross notional value of listed 
derivatives based on any single underlying reference asset to exceed 
30% of the weight of its portfolio (including gross notional 
exposures).\13\ The Exchange is proposing to allow the Fund to hold up 
to 100% of the weight of its portfolio (including gross notional 
exposures) in listed derivatives based on the S&P 500 Index, 
specifically futures traded on the Chicago Mercantile Exchange (``S&P 
500 Futures'') and options traded on Cboe Exchange, Inc. (``S&P 500 
Options,''), as well as options on S&P 500 Futures (``Options on S&P 
500 Futures'' and, collectively with S&P 500 Futures and S&P 500 
Options, ``S&P 500 Derivatives'').\14\ The Fund primarily expects to 
utilize S&P 500 Derivatives to implement its strategy. The Fund will 
utilize short or long S&P 500 Derivatives to the extent needed to 
reduce or augment, respectively, the Fund's exposure relative to the 
exposure resulting from investments in the U.S. Equities described 
above in order to achieve the desired net exposure. S&P 500 Derivatives 
are an efficient means for reducing or augmenting exposure to U.S. 
Equities, as described above. Allowing the Fund to hold a greater 
portion of its portfolio in S&P 500 Derivatives would mitigate the 
Fund's dependency on holding over-the-counter (``OTC'') instruments, 
which would reduce the Fund's operational burden by allowing the Fund 
to use listed futures and options contracts to achieve its investment 
objective and would further reduce counter-party risk associated with 
holding OTC instruments. The Exchange notes that the Fund may also hold 
certain fixed income securities, cash and Cash Equivalents, and ETFs 
that primarily invest in fixed income securities in compliance with 
Rules 14.11(i)(4)(C)(ii), (iii), and (i), respectively, as part of its 
strategy and in order to collateralize its S&P 500 Derivatives 
positions.
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    \13\ The Exchange notes that the 80% and 20% investment numbers 
above are based on the Fund's net assets, while Rule 
14.11(i)(4)(C)(iv)(b) is calculated on the basis of aggregate gross 
notional value.
    \14\ While the Adviser does not anticipate the gross notional 
exposure of its holdings in S&P 500 Derivatives to approach 100% of 
the weight of the Fund's portfolio, the Adviser would like to have 
the flexibility to do so in the event that the Adviser determines 
that it is in the best interest of the Fund. The Exchange also notes 
that while the Fund may invest in options on ETFs, such holdings 
will be in compliance with Rule 14.11(i)(4)(C)(iv)(b).
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    The combination of U.S. Equities, fixed income securities, cash, 
Cash Equivalents, and the cash value of derivatives positions will 
constitute the entirety of the Fund's holdings and the cash value of 
these holdings will be used to form the basis for any calculation that 
is based on net assets. The Exchange notes that this is different than 
the calculation used to measure the Fund's holdings in S&P 500 
Derivatives as it relates to the Fund holding up to 100% of the weight 
of its portfolio, which, as noted above, is calculated using gross 
notional exposures gained through the S&P 500 Derivatives in both the 
numerator and denominator, which is consistent with the derivatives 
exposure calculation under Rule 14.11(i)(4)(C)(iv). The Exchange 
represents that, except for the 30% and 65% limitations in Rule 
14.11(i)(4)(C)(iv)(b) related to S&P 500 Derivatives, the Fund's 
proposed investments will satisfy, on an initial and continued listing 
basis, all of the generic listing standards under BZX Rule 
14.11(i)(4)(C) and all other applicable requirements for Managed Fund 
Shares under Rule 14.11(i).
    The Trust is required to comply with Rule 10A-3 under the Act for 
the initial and continued listing of the Shares of the Fund. In 
addition, the Exchange represents that the Shares of the Fund will 
comply with all other requirements applicable to Managed Fund Shares, 
which includes the dissemination of key information such as the 
Disclosed Portfolio,\15\ Net Asset Value,\16\ and the Intraday 
Indicative Value,\17\ suspension of trading or removal,\18\ trading 
halts,\19\ surveillance,\20\ minimum price variation for quoting and 
order entry,\21\ the information circular,\22\ and firewalls \23\ as 
set forth in Exchange rules applicable to Managed Fund Shares and the 
orders approving such rules. Moreover, all of the exchange-listed 
instruments held by the Fund, including S&P 500 Futures, S&P 500 
Options, Options on S&P 500 Futures, U.S. Equities, options on ETFs, 
and ETFs that primarily invest in fixed income instruments will trade 
on markets that are a member of Intermarket Surveillance Group 
(``ISG'') or affiliated with a member of ISG or with which the Exchange 
has in place a comprehensive surveillance sharing agreement.\24\ All 
statements and representations made in this filing regarding the 
description of the portfolio or reference assets, limitations on 
portfolio holdings or reference assets, dissemination and availability 
of reference asset and intraday indicative values (as applicable), or 
the applicability of Exchange listing rules specified in this filing 
shall constitute continued listing requirements for the securities 
listed on the Exchange. The issuer has represented to the Exchange that 
it will advise the Exchange of any

[[Page 23410]]

failure by the Fund or Shares to comply with the continued listing 
requirements, and, pursuant to its obligations under Section 19(g)(1) 
of the Act, the Exchange will surveil for compliance with the continued 
listing requirements. If the Fund or Shares are not in compliance with 
the applicable listing requirements, then, with respect to such Fund or 
Shares, the Exchange will commence delisting procedures under Exchange 
Rule 14.12. FINRA conducts certain cross-market surveillances on behalf 
of the Exchange pursuant to a regulatory services agreement. The 
Exchange is responsible for FINRA's performance under this regulatory 
services agreement. If the Fund is not in compliance with the 
applicable listing requirements, the Exchange will commence delisting 
procedures with respect to such Fund under Exchange Rule 14.12.
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    \15\ See Rule 14.11(i)(4)(A)(ii) and 14.11(i)(4)(B)(ii).
    \16\ See Rule 14.11(i)(4)(A)(ii).
    \17\ See Rule 14.11(i)(4)(B)(i).
    \18\ See Rule 14.11(i)(4)(B)(iii).
    \19\ See Rule 14.11(i)(4)(B)(iv).
    \20\ See Rule 14.11(i)(2)(C).
    \21\ See Rule 14.11(i)(2)(B).
    \22\ See Rule 14.11(i)(6).
    \23\ See Rule 14.11(i)(7).
    \24\ For a list of the current members and affiliate members of 
ISG, see www.isgportal.com. The Exchange notes that not all 
components of the Disclosed Portfolio for the Fund may trade on 
markets that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.
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2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \25\ in general and Section 6(b)(5) of the Act \26\ in 
particular in that 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 facilitating transactions in securities, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system and, in general, to protect investors and the 
public interest in that the Shares will meet each of the initial and 
continued listing criteria in BZX Rule 14.11(i) with the exception Rule 
14.11(i)(4)(C)(iv)(b), which requires that the aggregate gross notional 
value of listed derivatives based on any five or fewer underlying 
reference assets shall not exceed 65% of the weight of the portfolio 
(including gross notional exposures), and the aggregate gross notional 
value of listed derivatives based on any single underlying reference 
asset shall not exceed 30% of the weight of the portfolio (including 
gross notional exposures).\27\ The Exchange believes that the liquidity 
in the S&P 500 Futures, S&P 500 Options, and Options on S&P 500 Futures 
markets mitigates the concerns that Rule 14.11(i)(4)(C)(iv)(b) is 
intended to address and that such liquidity would prevent the Shares 
from being susceptible to manipulation.\28\ Further, allowing the Fund 
to hold a greater portion of its portfolio in S&P 500 Derivatives would 
mitigate the Fund's dependency on holding OTC instruments, which would 
reduce the Fund's operational burden by allowing the Fund to primarily 
use listed futures and options contracts to achieve its investment 
objective and would further reduce counter-party risk associated with 
holding OTC instruments. The Exchange further believes that the 
diversity, liquidity, and market cap of the securities underlying the 
S&P 500 Index are sufficient to protect against market manipulation of 
both the Fund's holdings and the Shares as it relates to the S&P 500 
Derivatives holdings.
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    \25\ 15 U.S.C. 78f.
    \26\ 15 U.S.C. 78f(b)(5).
    \27\ As noted above, the Exchange is proposing that the Fund be 
exempt from the requirement of Rule 14.11(i)(4)(C)(iv)(b) that 
prevents aggregate gross notional value of listed derivatives based 
on any five or fewer underlying reference assets from exceeding 65% 
of the weight of the portfolio (including gross notional exposures), 
and the aggregate gross notional value of listed derivatives based 
on any single underlying reference asset from exceeding 30% of the 
weight of the portfolio (including gross notional exposures). The 
Exchange is proposing to allow the Fund to hold up to 100% of the 
weight of its portfolio (including gross notional exposures) in S&P 
500 Derivatives.
    \28\ The Exchange notes that there was an average of more than 
$3 billion in notional volume traded on a daily basis in S&P 500 
Options in 2019. S&P 500 Futures generally trade over one million 
contracts per day in the front month contract. More than 1,000,000 
Options on S&P 500 Futures contracts traded per day in February 
2020.
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    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. All of the futures 
contracts, options, ETFs, and component stocks held by the Fund will 
trade on markets that are a member of ISG or affiliated with a member 
of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement. The Exchange may obtain information 
regarding trading in the Shares and the underlying futures contracts, 
options, component stocks, and other ETFs held by the Fund via the ISG 
from other exchanges who are members or affiliates of the ISG or with 
which the Exchange has entered into a comprehensive surveillance 
sharing agreement.\29\ The Exchange further notes that the Fund will 
meet and be subject to all other requirements of the generic listing 
rules and other applicable continued listing requirements for Managed 
Fund Shares under Rule 14.11(i), including those requirements regarding 
the dissemination of key information such as the Disclosed Portfolio, 
Net Asset Value, and the Intraday Indicative Value, suspension of 
trading or removal, trading halts, surveillance, minimum price 
variation for quoting and order entry, the information circular, and 
firewalls as set forth in Exchange rules applicable to Managed Fund 
Shares.
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    \29\ See note 21, supra [sic].
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    For the above reasons, the Exchange believes that the proposed rule 
change is consistent with the requirements of Section 6(b)(5) of the 
Act.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change, rather will facilitate the listing and trading of 
an additional actively-managed exchange-traded product that will 
enhance competition among both market participants and listing venues, 
to the benefit of investors and the marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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

    Because the 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 \30\ and Rule 19b-4(f)(6) thereunder.\31\
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    \30\ 15 U.S.C. 78s(b)(3)(A).
    \31\ 17 CFR 240.19b-4(f)(6). In addition, Rule19b-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.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \32\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \33\ 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 to waive the 30-day operative delay 
so that the

[[Page 23411]]

proposal may become operative upon filing.
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    \32\ 17 CFR 240.19b-4(f)(6).
    \33\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Exchange states that, while the proposal seeks to allow the 
Fund to hold listed derivatives, in particular options and futures on 
the S&P 500 Index, in a manner that does not comply with BZX Rule 
14.11(i)(4)(C)(iv)(b), the proposal is similar to another previously 
approved proposal to list and trade a series of Managed Fund Shares 
with similar exposures to a single underlying reference asset and U.S. 
exchange-listed equity securities.\34\ The Exchange represents that, 
except for the 30% and 65% limitations in BZX Rule 
14.11(i)(4)(C)(iv)(b) related to S&P 500 Derivatives, the Fund's 
proposed investments will satisfy, on an initial and continued listing 
basis, all of the generic listing standards under BZX Rule 
14.11(i)(4)(C) and all other applicable requirements for Managed Fund 
Shares under BZX Rule 14.11(i).\35\ In addition, the Exchange further 
represents that all of the exchange-listed instruments held by the 
Fund, including S&P 500 Futures, S&P 500 Options, Options on S&P 500 
Futures, U.S. Equities, options on ETFs, and ETFs that primarily invest 
in fixed income instruments will trade on markets that are a member of 
ISG or affiliated with a member of ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement. The Commission 
believes that the proposal raises no novel or unique regulatory issues 
and that waiver of the 30-day operative delay is consistent with the 
protection of investors and the public interest. Therefore, the 
Commission hereby waives the operative delay and designates the 
proposed rule change operative upon filing.\36\
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    \34\ See supra note 7.
    \35\ In addition, the Exchange represents that the Shares of the 
Fund will comply with all other requirements applicable to Managed 
Fund Shares, which includes the dissemination of key information 
such as the Disclosed Portfolio, Net Asset Value, and the Intraday 
Indicative Value, suspension of trading or removal, trading halts, 
surveillance, minimum price variation for quoting and order entry, 
the information circular, and firewalls, as set forth in Exchange 
rules applicable to Managed Fund Shares and the orders approving 
such rules. See supra notes 15-23 and accompanying text.
    \36\ 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).
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    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 will 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 rule-comments@sec.gov. Please include 
File Number SR-CboeBZX-2020-021 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-CboeBZX-2020-021. 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-2020-021 and should be submitted 
on or before May 18, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\37\
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    \37\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-08813 Filed 4-24-20; 8:45 am]
 BILLING CODE 8011-01-P


