[Federal Register Volume 85, Number 92 (Tuesday, May 12, 2020)]
[Notices]
[Pages 28061-28068]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-10060]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88822; File No. SR-NYSEArca-2020-37]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change, as Modified by Amendment No. 1, Regarding 
Investments of the PIMCO Enhanced Short Maturity Active ESG Exchange-
Traded Fund

May 6, 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 April 29, 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. On May 4, 2020, the Exchange filed Amendment No. 1 to the 
proposed rule change, which superseded and replaced the proposed rule 
change in its entirety. The Commission is publishing this notice to 
solicit comments on the proposed rule

[[Page 28062]]

change, as modified by Amendment No. 1, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes certain changes regarding investments of the 
PIMCO Enhanced Short Maturity Active ESG Exchange-Traded Fund (the 
``Fund''), a series of PIMCO ETF Trust (the ``Trust''), shares of which 
are currently listed and traded on the Exchange under NYSE Arca Rule 
8.600-E (``Managed Fund Shares'').\4\ This Amendment No. 1 to SR-
NYSEArca-2020-37 replaces SR-NYSEArca-2020-37 as originally filed and 
supersedes such filing in its entirety. The proposed change is 
available on the Exchange's website at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.
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    \4\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Rule 5.2-E(j)(3), 
seeks to provide investment results that correspond generally to the 
price and yield performance of a specific foreign or domestic stock 
index, fixed income securities index or combination thereof.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

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

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

1. Purpose
    The Exchange proposes certain changes, described below under 
``Application of Generic Listing Requirements,'' regarding investments 
of the Fund. The shares (``Shares'') of the Fund are currently listed 
and traded on the Exchange under Commentary .01 to NYSE Arca Rule 
8.600-E, which provides generic criteria applicable to the listing and 
trading of Managed Fund Shares.\5\
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    \5\ Shares commenced trading on the Exchange on December 10, 
2019 pursuant to Commentary .01 to NYSE Arca Rule 8.600-E.
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    Pacific Investment Management Company LLC is the investment adviser 
(``PIMCO'' or ``Adviser'') to the Fund. PIMCO Investments LLC is the 
distributor (``Distributor'') for the Fund's Shares. State Street Bank 
& Trust Co. acts as the custodian and transfer agent (``Custodian'' or 
``Transfer Agent'') for the Fund. Shares are offered by PIMCO ETF 
Trust, which is registered with the Commission as an open-end 
management investment company.\6\
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    \6\ The Trust is registered under the 1940 Act. On November 12, 
2019, the Trust filed with the Commission its registration statement 
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a), and 
under the 1940 Act relating to the Fund (File Nos. 333-155395 and 
811-22250) (``Registration Statement''). The description of the 
operation of the Trust and the Fund herein is based, in part, on the 
Registration Statement. In addition, the Commission has issued an 
order upon which the Trust may rely, granting certain exemptive 
relief under the 1940 Act. See Investment Company Act Release No. 
28993 (November 10, 2009) (File No. 812-13571).
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    Commentary .06 to Rule 8.600-E provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, such investment adviser shall erect 
and maintain a ``fire wall'' between the investment adviser and the 
broker-dealer with respect to access to information concerning the 
composition and/or changes to such investment company portfolio. In 
addition, Commentary .06 further requires that personnel who make 
decisions on the open-end fund's portfolio composition must be subject 
to procedures designed to prevent the use and dissemination of material 
nonpublic information regarding the open-end fund's portfolio. 
Commentary .06 to Rule 8.600-E is similar to Commentary .03(a)(i) and 
(iii) to NYSE Arca Rule 5.2-E(j)(3); however, Commentary .06 in 
connection with the establishment and maintenance 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 but is affiliated 
with a broker-dealer and has implemented and will maintain a fire wall 
with respect to such broker-dealer affiliate regarding access to 
information concerning the composition and/or changes to the portfolio. 
In the event (a) the Adviser becomes registered as a broker-dealer or 
newly affiliated with one or more broker-dealers, or (b) any new 
adviser or sub-adviser is a registered broker-dealer or becomes 
affiliated with a broker-dealer, it will implement and maintain a fire 
wall with respect to its relevant personnel or its broker-dealer 
affiliate regarding access to information concerning the composition 
and/or changes to the portfolio, and will be subject to procedures 
designed to prevent the use and dissemination of material non-public 
information regarding such portfolio.
PIMCO Enhanced Short Maturity Active ESG Exchange-Traded Fund
    According to the Registration Statement, the investment objective 
of the Fund is to seek maximum current income, consistent with 
preservation of capital and daily liquidity, while incorporating 
PIMCO's environment, social responsibility, and governance (``ESG'') 
investment strategy. Under normal market conditions,\7\ the Fund 
invests at least 80% of its net assets in a diversified portfolio of 
``Fixed Income Instruments'' (defined below) of varying maturities, 
which may be represented by forwards.
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    \7\ The term ``normal market conditions'' is defined in NYSE 
Arca Rule 8.600-E(c)(5).
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    In managing the Fund's portfolio, PIMCO may avoid investment in the 
securities of issuers whose business practices with respect to ESG 
practices are not to PIMCO's satisfaction.
    Pursuant to this investment strategy, the Fund may invest in the 
following fixed income securities (together, ``Fixed Income 
Instruments''):
     securities issued or guaranteed by the U.S. government, 
its agencies, or U.S. government-sponsored entities (``U.S. government 
securities'');
     corporate debt securities of U.S. and non-U.S. issuers, 
including convertible securities and corporate commercial paper;
     mortgage-backed securities (``MBS'') and other asset-
backed securities (``ABS''), including non-agency, non-government-
sponsored entity (``GSE'') and privately-issued mortgage-related and 
other asset-backed securities (``Private ABS/MBS''), collateralized 
bond obligations (``CBOs''), collateralized loan obligations 
(``CLOs''), and other collateralized debt obligations (``CDOs''); \8\
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    \8\ For avoidance of doubt, ``Private ABS/MBS'' as referenced 
herein are non-agency, non-GSE and privately-issued mortgage-related 
and other asset-backed securities as stated in Commentary .01(b)(5) 
to NYSE Arca Rule 8.600-E. However, for purposes of this filing, 
CDOs, CBOs, and CLOs are excluded from the term Private ABS/MBS. 
CDOs/CBOs/CLOs are distinguishable from ABS because they are 
collateralized by bank loans or by corporate or government fixed 
income securities and not by consumer and other loans made by non-
bank lenders, including student loans.

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[[Page 28063]]

     inflation-indexed bonds issued both by governments and 
corporations;
     structured notes, including hybrid or ``indexed'' 
securities and event-linked bonds;
     bank capital and trust preferred securities;
     loan participations and assignments;
     delayed funding loans and revolving credit facilities;
     bank certificates of deposit, fixed time deposits and 
bankers' acceptances;
     repurchase agreements on Fixed Income Instruments and 
reverse repurchase agreements on Fixed Income Instruments;
     debt securities issued by states or local governments and 
their agencies, authorities and other government-sponsored enterprises;
     obligations of non-U.S. governments or their subdivisions, 
agencies and government-sponsored enterprises; and
     obligations of international agencies or supranational 
entities.
    With respect to Fixed Income Instruments, the Fund may invest, 
without limitation, in U.S. dollar-denominated securities of foreign 
issuers, U.S. dollar-denominated instruments of foreign issuers, and 
securities denominated in foreign currencies.
    The Fund may invest in to-be-announced transactions. The Fund may 
also purchase and sell securities on a when-issued, delayed delivery or 
forward commitment basis.
    The Fund may, without limitation, seek to obtain market exposure to 
the securities in which it primarily invests by entering into a series 
of purchase and sale contracts or by using other investment techniques 
(such as buy backs or dollar rolls).
    The Fund may hold cash and cash equivalents.\9\
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    \9\ For purposes of this filing, the term ``cash equivalents'' 
includes the short-term instruments enumerated in Commentary .01(c) 
to NYSE Arca Rule 8.600-E.
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    The Fund may invest in, to the extent permitted by Section 12(d) of 
the 1940 Act or exemptive relief therefrom, other affiliated and 
unaffiliated funds, such as open-end or closed-end management 
investment companies, including other exchange-traded funds 
(``ETFs'').\10\
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    \10\ For purposes of this filing, the term ``ETFs'' are 
Investment Company Units (as described in NYSE Arca Rule 5.2-
E(j)(3)); Portfolio Depositary Receipts (as described in NYSE Arca 
Rule 8.100-E); and Managed Fund Shares (as described in NYSE Arca 
Rule 8.600-E). All ETFs will be listed and traded on national 
securities exchanges. While the Fund may invest in inverse ETFs, the 
Fund will not invest in leveraged (e.g., 2X, -2X, 3X or -3X) ETFs.
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Use of Derivatives by the Fund
    The Fund may invest in forwards to (i) provide exposure to Fixed 
Income Instruments, (ii) enhance returns, (iii) manage portfolio 
duration, or (iv) manage the risk of securities price fluctuations. 
Investments in forwards will be made in accordance with the 1940 Act 
and consistent with the Fund's investment objective and policies.
    To limit the potential risk associated with such transactions, the 
Fund may enter into offsetting transactions or segregate or ``earmark'' 
assets determined to be liquid by the Adviser in accordance with 
procedures established by the Trust's Board of Trustees (the ``Board'') 
and in accordance with the 1940 Act or as permitted by applicable 
Commission guidance. These procedures have been adopted consistent with 
Section 18 of the 1940 Act and related Commission guidance. In 
addition, the Fund has included risk disclosure in its offering 
documents, including leveraging risk. Leveraging risk is the risk that 
certain transactions of the Fund, including the Fund's use of forwards, 
may give rise to leverage, causing the Fund to be more volatile than if 
it had not been leveraged.
Impact on Arbitrage Mechanism
    The Adviser believes there will be minimal, if any, impact to the 
arbitrage mechanism as a result of the Fund's use of forwards. The 
Adviser understands that market makers and participants should be able 
to value derivatives as long as the positions are disclosed with 
relevant information. The Adviser believes that the price at which 
Shares trade will continue to be disciplined by arbitrage opportunities 
created by the ability to purchase or redeem Shares at their net asset 
value (``NAV''), which should ensure that Shares will not trade at a 
material discount or premium in relation to their NAV.
Creation and Redemption of Shares
    The Fund offers and issues Shares at the NAV per Share only in 
aggregations of a 50,000 Shares or multiples thereof (``Creation 
Units''), with certain large institutional investors who have entered 
into agreements with the Distributor (``Authorized Participants'') 
generally in exchange for a basket of securities (the ``Deposit 
Securities'') together with a deposit of a specified cash payment (the 
``Cash Component''). Alternatively, the Fund may issue and redeem 
Creation Units in exchange for a specified all-cash payment (``Cash 
Deposit''). The size of a Creation Unit is subject to change. Shares 
are redeemable by the Fund only in Creation Units, and, generally, in 
exchange for securities and/or cash.
    A ``Business Day'' with respect to the Fund is each day the 
Exchange is open. Orders from Authorized Participants to create or 
redeem Creation Units will only be accepted on a Business Day.
    The consideration for purchase of Creation Units may consist of: 
(i) Deposit Securities and the Cash Component, which will generally 
correspond pro rata, to the extent practicable, to the Fund securities, 
or, alternatively; (ii) the Cash Deposit. Together, the Deposit 
Securities and Cash Component or, alternatively, the Cash Deposit, 
constitute the ``Fund Deposit,'' which represents the minimum initial 
and subsequent investment amount for a Creation Unit of the Fund.
    PIMCO, through the National Securities Clearing Corporation 
(``NSCC''), makes available on each Business Day, prior to the opening 
of business (subject to amendments) on the Exchange (currently 9:30 
a.m., Eastern time (``E.T.'')), the identity and the required number of 
each Deposit Security and the amount of the Cash Component (or Cash 
Deposit) to be included in the current Fund Deposit (based on 
information from the end of the previous Business Day).
    The Deposit Securities and Cash Component (or Cash Deposit) are 
subject to any adjustments, as described below, in order to effect 
purchases of Creation Units of the Fund until such time as the next-
announced composition of the Deposit Securities and Cash Component (or 
Cash Deposit) is made available.
    The Trust may require the substitution of an amount of cash (a 
``cash-in-lieu'' amount) to replace any Deposit Security of the Fund. 
The amount of cash contributed will be equivalent to the value of the 
instrument listed as a Deposit Security, as determined by the Trust. 
The Trust reserves the right to permit or require the substitution of a 
``cash-in-lieu'' amount to be added to replace any Deposit Security 
that is a to-be announced (``TBA'') transaction, that may not be 
available in sufficient quantity for delivery, that may not be eligible 
for trading by a Participating Party (defined below), that may not be 
permitted to be registered in the name of the Trust as a result of an 
in-kind creation order pursuant to local law or market convention, or 
that may not be eligible for transfer through the systems of the 
Depository Trust Company (``DTC'') or the Clearing Process (as

[[Page 28064]]

discussed below), or the Federal Reserve System for U.S. Treasury 
securities. The Trust also reserves the right to permit or require a 
``cash-in-lieu'' amount where the delivery of Deposit Securities by the 
Authorized Participant (as described below) would be restricted under 
the securities laws or where the delivery of Deposit Securities from an 
investor to the Authorized Participant would result in the disposition 
of Deposit Securities by the Authorized Participant becoming restricted 
under the securities laws, and in certain other situations. The Trust 
may permit a ``cash-in-lieu'' amount for any reason at the Trust's sole 
discretion but is not required to do so.
Redemption of Creation Units
    Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form on a 
Business Day and only through a Participating Party \11\ or DTC 
Participant \12\ who has executed a Participant Agreement. The Fund 
will not redeem shares in amounts less than Creation Units. Beneficial 
owners must accumulate enough shares to constitute a Creation Unit in 
order to have such shares redeemed by the Trust.
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    \11\ A ``Participating Party'' is a broker-dealer or other 
participant in the clearing process through the Continuous Net 
Settlement System of the NSCC (the ``Clearing Process''), a clearing 
agency that is registered with the SEC; or (ii) a DTC Participant, 
and must have executed an agreement with the Distributor (and 
accepted by the Transfer Agent), with respect to creations and 
redemptions of Creation Units (``Participant Agreement'').
    \12\ DTC participants include securities brokers and dealers, 
banks, trust companies, clearing corporations and other institutions 
that directly or indirectly maintain a custodial relationship with 
Depository Trust Company.
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    With respect to the Fund, as mentioned above, PIMCO, through the 
NSCC, makes available immediately prior to the opening of business on 
the Exchange (currently 9:30 a.m., E.T.) on each Business Day, the 
identity of the Fund's securities and/or an amount of cash that will be 
delivered in exchange for a redemption request received in proper form 
on that day. Fund securities received on redemption (``Fund 
Securities'') may not be identical to Deposit Securities that are used 
for the creation of Creation Units.
    Unless cash-only redemptions are available or specified for the 
Fund, the redemption proceeds for a Creation Unit will generally 
consist of Fund Securities--as announced on the Business Day of the 
request for a redemption order received in proper form--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 Fund Securities (the ``Cash Redemption 
Amount''), less a redemption transaction fee, if applicable.
Application of Generic Listing Requirements
    The Exchange is submitting this proposed rule change because the 
changes described below would result in the portfolio for the Fund not 
meeting all of the ``generic'' listing requirements of Commentary .01 
to NYSE Arca Rule 8.600-E applicable to the listing of Managed Fund 
Shares. The Fund's portfolio would meet all such requirements except 
for those set forth in Commentary .01(b)(1), Commentary .01(b)(4) and 
Commentary .01(b)(5). Specifically, the Fund:
     Will not comply with the requirement in Commentary 
.01(b)(1) that components that in the aggregate account for at least 
75% of the fixed income weight of the portfolio each shall have a 
minimum original principal amount outstanding of $100 million or more. 
Instead, the Exchange proposes that components, excluding Private ABS/
MBS and CDOs/CBOs/CLOs that, in the aggregate, account for at least 50% 
of the fixed income weight of the portfolio each shall have a minimum 
original principal amount outstanding of $50 million or more. Private 
ABS/MBS and CDOs/CBOs/CLOs would not be subject to a requirement for a 
minimum original principal amount outstanding.
     will not comply with the requirement in Commentary 
.01(b)(5) to Rule 8.600-E that investments in non-agency, non-
government sponsored entity and privately issued mortgage-related and 
other asset-backed securities (i.e., Private ABS/MBS) not account, in 
the aggregate, for more than 20% of the weight of the portfolio.\13\ 
Instead, the Fund will not invest more than 20% of the Fund's total 
assets in Private ABS/MBS or more than 20% of the Fund's total assets 
in U.S. or foreign CDOs/CBOs/CLOs.
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    \13\ Commentary .01(b)(5) to NYSE Arca Rule 8.600-E provides 
that non-agency, non-government sponsored entity and privately 
issued mortgage-related and other asset-backed securities components 
of a portfolio may not account, in the aggregate, for more than 20% 
of the weight of the portfolio.
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     will not comply with the requirements in Commentary 
.01(b)(4) to Rule 8.600-E that component securities that in the 
aggregate account for at least 90% of the fixed income weight of the 
portfolio meet one of the criteria specified in Commentary 
.01(b)(4).\14\ Instead, the Exchange proposes that (i) the Fund's 
investments in fixed income securities that do not meet any of the 
criteria in Commentary .01(b)(4) will not exceed 10% of the total 
assets of the Fund, excluding Private ABS/MBS and CDOs/CBOs/CLOs; (ii) 
Private ABS/MBS, which will be limited to 20% of the Fund's total 
assets, will not be required to comply with any of the criteria in 
Commentary .01(b)(4) to Rule 8.600-E; and (iii) CDOs/CBOs/CLOs also 
will not be subject to any of the criteria in Commentary .01(b)(4) but 
will be separately limited to 20% of the Fund's total assets.
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    \14\ Commentary .01(b)(4) provides that component securities 
that in the aggregate account for at least 90% of the fixed income 
weight of the portfolio must be either: (a) From issuers that are 
required to file reports pursuant to Sections 13 and 15(d) of the 
Act; (b) from issuers that have a worldwide market value of its 
outstanding common equity held by non-affiliates of $700 million or 
more; (c) from issuers that have outstanding securities that are 
notes, bonds debentures, or evidence of indebtedness having a total 
remaining principal amount of at least $1 billion; (d) exempted 
securities as defined in Section 3(a)(12) of the Act; or (e) from 
issuers that are a government of a foreign country or a political 
subdivision of a foreign country.
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    Deviations from the generic requirements are necessary for the Fund 
to achieve its investment objective in a manner that is cost-effective 
and that maximizes investors' returns. Further, the proposed 
alternative requirements are narrowly tailored to allow the Fund to 
achieve its investment objective in manner that is consistent with the 
principles of Section 6(b)(5) of the Act. As a result, it is in the 
public interest to approve listing and trading of Shares of the Fund on 
the Exchange pursuant to the requirements set forth herein.
    As noted above, the Fund will not comply with the requirement in 
Commentary .01(b)(1) to Rule 8.600-E that components that in the 
aggregate account for at least 75% of the fixed income weight of the 
portfolio each shall have a minimum original principal amount 
outstanding of $100 million or more. Instead, the Exchange proposes 
that components, excluding Private ABS/MBS and CDOs/CBOs/CLOs, that in 
the aggregate account for at least 50% of the fixed income weight of 
the portfolio each shall have a minimum original principal amount 
outstanding of $50 million or more. Private ABS/MBS and CDOs/CBOs/CLOs 
will not be subject to a requirement for a minimum original principal 
amount outstanding. At least 50% of the fixed income weight of the 
Fund's portfolio, excluding Private ABS/MBS and CDOs/CBOs/CLOs, will 
continue to be subject to a substantial minimum (i.e., $50 million)

[[Page 28065]]

original principal amount outstanding.\15\ By excluding Private ABS/MBS 
and CDOs/CBOs/CLOs from this requirement, the Fund will be able to 
better diversify its holdings in such securities, and will be able to 
invest in a larger variety of Private ABS/MBS and CDOs/CBOs/CLOs that 
have characteristics consistent with the Fund's investment objective to 
seek maximum current income, consistent with preservation of capital 
and daily liquidity, while incorporating PIMCO's ESG investment 
strategy. These characteristics may include, for example, Private ABS/
MBS and CDOs/CBOs/CLOs with investment grade credit rating or liquidity 
comparable to fixed income securities with a much greater amount 
outstanding. The Adviser represents that, with respect to the Fund's 
investments in CDOs/CBOs/CLOs, the Fund will invest principally in the 
senior-most tranches of these securities, generally with an AAA 
investment rating which have first claim in the capital structure and 
generally have less sensitivity to the credit risk of the underlying 
assets (e.g., bank loans or commercial real estate).
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    \15\ The Exchange notes that the Commission has previously 
approved a proposed rule change granting the same proposals in 
regard to Commentary .01(b)(1) to Rule 8.600-E. See Securities 
Exchange Act Release No. 86841 (August 30, 2019), 84 FR 47024 
(September 6, 2019) (SR-NYSEArca-2019-38) (Order Approving a 
Proposed Rule Change, as Modified by Amendments No. 1 and No. 2, To 
Amend the Listing Rule Applicable to Shares of the Aware Ultra-Short 
Duration Enhanced Income ETF).
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    The Fund will not comply with the requirement in Commentary 
.01(b)(5) to Rule 8.600-E that investments in non-agency, non-
government sponsored entity and privately issued mortgage-related and 
other asset-backed securities (i.e., Private ABS/MBS) not account, in 
the aggregate, for more than 20% of the weight of the portfolio. 
Instead, the Fund will not invest more than 20% of the Fund's total 
assets in Private ABS/MBS or more than 20% of the Fund's total assets 
in U.S. or foreign CDOs/CBOs/CLOs.\16\ The Exchange believes that these 
20% limitations will help the Fund maintain portfolio diversification 
and will reduce manipulation risk. In addition, the Fund's investment 
in CDOs/CBOs/CLOs will be subject to the Fund's liquidity procedures as 
adopted by the Board, and the Adviser does not expect that investments 
in CDOs/CBOs/CLOs of up to 20% of the total assets of the Fund will 
have any material impact on the liquidity of the Fund's investments.
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    \16\ The Exchange notes that the Commission has previously 
approved a proposed rule change granting the same proposals in 
regard to Commentary .01(b)(5) to Rule 8.600-E. See Securities 
Exchange Act Release No. 87576 (November 20, 2019), 84 FR 65206 
(November 26, 2019) (SR-NYSEArca-2019-14) (Order Approving a 
Proposed Rule Change, as Modified by Amendment No. 1, Relating to 
the Permitted Investments of the PGIM Ultra Short Bond ETF).
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    The Fund will not comply with the requirements in Commentary 
.01(b)(4) to Rule 8.600-E that component securities that in the 
aggregate account for at least 90% of the fixed income weight of the 
portfolio meet one of the criteria specified in Commentary .01(b)(4). 
Instead, the Exchange proposes that: (i) The Fund's investments in 
fixed income securities that do not meet any of the criteria in 
Commentary .01(b)(4) will not exceed 10% of the total assets of the 
Fund, excluding Private ABS/MBS and CDOs/CBOs/CLOs; (ii) Private ABS/
MBS, which will be limited to 20% of the Fund's total assets, will not 
be required to comply with the criteria in Commentary .01(b)(4)(a) 
through (e) to Rule 8.600-E; and (iii) CDOs/CBOs/CLOs also will not be 
subject to the criteria in Commentary .01(b)(4)(a) through (e) but will 
be subject to a limit of 20%, measured with respect to the total assets 
of the Fund. \17\
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    \17\ The Exchange notes that the Commission has previously 
approved a proposed rule change granting the same proposals in 
regard to Commentary .01(b)(4) to Rule 8.600-E. See Securities 
Exchange Act Release No. 87576 (November 20, 2019), 84 FR 65206 
(November 26, 2019) (SR-NYSEArca-2019-14) (Order Approving a 
Proposed Rule Change, as Modified by Amendment No. 1, Relating to 
the Permitted Investments of the PGIM Ultra Short Bond ETF).
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    The Exchange accordingly believes that it is appropriate and in the 
public interest to approve listing and trading of Shares of the Fund on 
the Exchange notwithstanding that the Fund would not meet the 
requirements of Commentary .01(b)(1), (b)(4) and (b)(5) to Rule 8.600-
E. The Exchange notes that, other than Commentary .01(b)(1), Commentary 
.01 (b)(4) and Commentary .01(b)(5) to Rule 8.600-E, the Fund's 
portfolio will meet all other requirements of Rule 8.600.
Availability of Information
    The Fund's website (www.pimco.com) will include the prospectus for 
the Fund that may be downloaded. The Fund's website will include 
additional quantitative information updated on a daily basis including, 
for the Fund, (1) daily trading volume, the prior Business Day's 
reported closing price, NAV and midpoint of the bid/ask spread at the 
time of calculation of such NAV (the ``Bid/Ask Price''),\18\ and a 
calculation of the premium and discount of the Bid/Ask Price against 
the NAV, and (2) data in chart format displaying the frequency 
distribution of discounts and premiums of the daily Bid/Ask Price 
against the NAV, within appropriate ranges, for each of the four 
previous calendar quarters. On each Business Day, before commencement 
of trading in Shares in the Core Trading Session on the Exchange, the 
Fund will disclose on its website the Disclosed Portfolio as defined in 
NYSE Arca Rule 8.600-E(c)(2) that forms the basis for the Fund's 
calculation of NAV at the end of the Business Day.\19\
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    \18\ The Bid/Ask Price of the Fund's Shares will be determined 
using the mid-point of the highest bid and the lowest offer on the 
Exchange as of the time of calculation of the Fund's NAV. The 
records relating to Bid/Ask Prices will be retained by the Fund and 
its service providers.
    \19\ Under accounting procedures followed by the Fund, trades 
made on the prior Business Day (``T'') will be booked and reflected 
in NAV on the current Business Day (``T + 1''). Accordingly, the 
Fund 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.
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    On a daily basis, the Fund will disclose the information required 
under NYSE Arca Rule 8.600-E(c)(2) to the extent applicable. 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 the Fund's Shares, together with estimates and actual cash 
components, will be publicly disseminated daily prior to the opening of 
the Exchange via the NSCC. The basket represents one Creation Unit of 
the Fund. Authorized Participants may refer to the basket composition 
file for information regarding fixed income securities, and any other 
instrument that may comprise the Fund's basket on a given day.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and the Fund's 
Forms N-CSR and Forms N-CEN, filed twice a year. The Fund's SAI and 
Shareholder Reports will be available free upon request from the Trust, 
and those documents and the Form N-CSR, Form N-PX and Form N-CEN may be 
viewed on-screen or downloaded from the Commission's website at 
www.sec.gov.
    Intra-day and closing price information regarding fixed income 
securities will be available from major market data vendors. For ETFs, 
intraday price quotations will generally be available from broker-
dealers and trading platforms (as applicable). Intraday and other price 
information for the fixed income securities in which the Fund will 
invest will be available through subscription services, such as

[[Page 28066]]

Bloomberg, Markit and Thomson Reuters, which can be accessed by 
Authorized Participants and other market participants. Price 
information for forwards and for affiliated and unaffiliated funds, 
such as open-end or closed-end management investment companies, is 
available from major market data vendors. Additionally, the Trade 
Reporting and Compliance Engine (``TRACE'') of the Financial Industry 
Regulatory Authority (``FINRA'') will be a source of price information 
for corporate bonds, and Private ABS/MBS, to the extent transactions in 
such securities are reported to TRACE.\20\ Money market funds are 
typically priced once each Business Day and their prices will be 
available through the applicable fund's website or from major market 
data vendors. Electronic Municipal Market Access (``EMMA'') will be a 
source of price information for municipal bonds. Price information 
regarding U.S. government securities, repurchase agreements, reverse 
repurchase agreements and cash equivalents generally may be obtained 
from brokers and dealers who make markets in such securities or through 
nationally recognized pricing services through subscription agreements.
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    \20\ Broker-dealers that are FINRA member firms have an 
obligation to report transactions in specified debt securities to 
TRACE to the extent required under applicable FINRA rules. 
Generally, such debt securities will have at issuance a maturity 
that exceeds one calendar year. For fixed income securities that are 
not reported to TRACE, (i) intraday price quotations will generally 
be available from broker-dealers and trading platforms (as 
applicable) and (ii) price information will be available from feeds 
from market data vendors, published or other public sources, or 
online information services, as described above.
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    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 
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 will be 
available via the Consolidated Tape Association (``CTA'') high-speed 
line. In addition, the Portfolio Indicative Value (``PIV''), as defined 
in NYSE Arca Rule 8.600-E(c)(3), will be widely disseminated by one or 
more major market data vendors at least every 15 seconds during the 
Core Trading Session.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Fund. Trading in Shares of the Fund will 
be halted if the circuit breaker parameters in NYSE Arca Rule 7.12-E 
have been reached. Trading also may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. Trading in the Fund's Shares also 
will be subject to Rule 8.600-E(d)(2)(D) (``Trading Halts'').
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. E.T. in 
accordance with NYSE Arca Rule 7.34-E (Trading Sessions). The Exchange 
has appropriate rules to facilitate transactions in the Shares during 
all trading sessions. As provided in NYSE Arca Rule 7.6-E, the minimum 
price variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca Marketplace is $0.01, with the 
exception of securities that are priced less than $1.00 for which the 
MPV for order entry is $0.0001.
    With the exception of the requirements of Commentary .01(b)(1), 
(b)(4) and (b)(5) to Rule 8.600-E as described above in ``Application 
of Generic Listing Requirements,'' the Shares of the Fund will conform 
to the continued listing criteria under NYSE Arca Rule 8.600-E. 
Consistent with NYSE Arca Rule 8.600-E(d)(2)(B)(ii), the Adviser will 
implement and maintain, or be subject to, procedures designed to 
prevent the use and dissemination of material non-public information 
regarding the actual components of the Fund's portfolio.
    The Exchange has obtained 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. The Fund's investments will be 
consistent with its investment goal and will not be used to enhance 
leverage.
Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by FINRA on behalf 
of the Exchange, or by regulatory staff of the Exchange, which are 
designed to detect violations of Exchange rules and applicable federal 
securities laws. The Exchange represents that these procedures are 
adequate to properly monitor Exchange trading of the Shares in all 
trading sessions and to deter and detect violations of Exchange rules 
and federal securities laws applicable to trading on the Exchange.\21\
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    \21\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
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    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares and ETFs with 
other markets and other entities that are members of the Intermarket 
Surveillance Group (``ISG''), and the Exchange or FINRA, on behalf of 
the Exchange, or both, may obtain trading information regarding trading 
in such securities from such markets and other entities.\22\ In 
addition, FINRA, on behalf of the Exchange, is able to access, as 
needed, trade information for certain fixed income securities held by 
the Fund reported to TRACE. FINRA also can access data obtained from 
the Municipal Securities Rulemaking Board (``MSRB'') relating to 
certain municipal bond trading activity for surveillance purposes in 
connection with trading in the Shares.
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    \22\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio may trade on markets that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement (``CSSA'').
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    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolio or reference asset, (b) 
limitations on portfolio holdings or reference assets, or (c) the 
applicability of Exchange listing rules specified in this rule filing 
shall constitute continued listing requirements for listing the Shares 
of the Fund on the Exchange.
    The issuer must notify the Exchange of any failure by the Fund to 
comply with the continued listing requirements, and, pursuant to its 
obligations under Section 19(g)(1) of the Act, the Exchange will 
monitor for compliance with the continued listing requirements. If the

[[Page 28067]]

Fund is not in compliance with the applicable listing requirements, the 
Exchange will commence delisting procedures under NYSE Arca Rule 5.5-E 
(m).
Information Bulletin
    The Exchange will inform its Equity Trading Permit Holders in an 
Information Bulletin (``Bulletin'') of the special characteristics and 
risks associated with trading the Shares. Specifically, the Bulletin 
will discuss the following: (1) The procedures for purchases and 
redemptions of Shares in Creation Unit aggregations (and that Shares 
are not individually redeemable); (2) NYSE Arca Rule 9.2-E(a), which 
imposes a duty of due diligence on its Equity Trading Permit Holders to 
learn the essential facts relating to every customer prior to trading 
the Shares; (3) the risks involved in trading the Shares during the 
applicable Trading Sessions when an updated PIV will not be calculated 
or publicly disseminated; (4) how information regarding the PIV and the 
Disclosed Portfolio is disseminated; (5) the requirement that Equity 
Trading Permit Holders deliver a prospectus to investors purchasing 
newly issued Shares prior to or concurrently with the confirmation of a 
transaction; and (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Act. The 
Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m., E.T. each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) of the Act 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.
    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares are listed and traded on the Exchange pursuant to the initial 
and continued listing criteria in NYSE Arca Rule 8.600-E. The Exchange 
has in place surveillance procedures that are adequate to properly 
monitor trading in the Shares in all trading sessions and to deter and 
detect violations of Exchange rules and federal securities laws 
applicable to trading on the Exchange. The Adviser is not registered as 
a broker-dealer, but the Adviser is affiliated with a broker-dealer and 
has implemented and will maintain a ``fire wall'' with respect to such 
broker-dealer regarding access to information concerning the 
composition and/or changes to the Fund's portfolio. The Exchange or 
FINRA, on behalf of the Exchange, or both, will communicate as needed 
regarding trading in the Shares and ETFs with other markets and other 
entities that are members of the ISG, and the Exchange or FINRA, on 
behalf of the Exchange, or both, may obtain trading information 
regarding trading in such securities from such markets and other 
entities. In addition, FINRA, on behalf of the Exchange, is able to 
access, as needed, trade information for certain fixed income 
securities held by the Fund reported to TRACE. FINRA also can access 
data obtained from the MSRB relating to certain municipal bond trading 
activity for surveillance purposes in connection with trading in the 
Shares.
    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 Fund and the Shares, 
thereby promoting market transparency. The website for the Fund 
includes a form of the prospectus for the Fund and additional data 
relating to NAV and other applicable quantitative information. Trading 
in Shares of the Fund will be halted if the circuit breaker parameters 
in NYSE Arca Rule 7.12-E have been reached or because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable, and trading in the Shares will be 
subject to NYSE Arca Rule 8.600-E (d)(2)(D), which sets forth 
circumstances under which trading in the Shares of the Fund may be 
halted. In addition, as noted above, investors will have ready access 
to information regarding the Fund's holdings, NAV, the PIV, the 
Disclosed Portfolio, and quotation and last sale information for the 
Shares.
    As described above, deviations from the generic requirements are 
necessary for the Fund to achieve its investment objective in a manner 
that is cost-effective and that maximizes investors' returns. Further, 
the proposed alternative requirements are narrowly tailored to allow 
the Fund to achieve its investment objective in manner that is 
consistent with the principles of Section 6(b)(5) of the Act. As a 
result, it is in the public interest to approve listing and trading of 
Shares of the Fund on the Exchange pursuant to the requirements set 
forth herein.\23\
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    \23\ The Exchange represents that, for continued listing, the 
Fund will be in compliance with Rule 10A-3 under the Act, as 
provided by NYSE Arca Rule 5.3-E.
---------------------------------------------------------------------------

    As discussed above, the Fund will not comply with the requirement 
in Commentary .01(b)(1) to Rule 8.600-E that components that in the 
aggregate account for at least 75% of the fixed income weight of the 
portfolio each have a minimum original principal amount outstanding of 
$100 million or more. Instead, the Exchange proposes that components, 
excluding Private ABS/MBS and CDOs/CBOs/CLOs, that in the aggregate 
account for at least 50% of the fixed income weight of the portfolio 
each shall have a minimum original principal amount outstanding of $50 
million or more. Private ABS/MBS and CDOs/CBOs/CLOs would not be 
subject to a requirement for a minimum original principal amount 
outstanding. The Exchange believes this alternative is appropriate 
because at least 50% of the fixed income weight of the Fund's 
portfolio, excluding Private ABS/MBS and CDOs/CBOs/CLOs, would continue 
to be subject to a substantial minimum (i.e., $50 million) original 
principal amount outstanding. In addition, by excluding Private ABS/MBS 
and CDOs/CBOs/CLOs from this requirement, the Fund will be able to 
better diversify its holdings in such securities, and would be able to 
invest in a larger variety of Private ABS/MBS and CDOs/CBOs/CLOs that 
have characteristics consistent with the Fund's investment objective to 
seek maximum current income, consistent with preservation of capital 
and daily liquidity, while incorporating PIMCO's ESG investment 
strategy.
    The Fund will not comply with the requirement in Commentary 
.01(b)(5) to Rule 8.600-E that investments in non-agency, non-
government sponsored entity and privately issued mortgage-related and 
other asset-backed securities (i.e., Private ABS/MBS) not account, in 
the aggregate, for more than 20% of the weight of the portfolio. 
Instead, the Fund will not invest more than 20% of the Fund's total 
assets in Private ABS/MBS or more than 20% of the Fund's total assets 
in U.S. or foreign CDOs/

[[Page 28068]]

CBOs/CLOs.\24\ The Exchange believes that these 20% limitations will 
help the Fund maintain portfolio diversification and will reduce 
manipulation risk. In addition, the Fund's investment in CDOs/CBOs/CLOs 
will be subject to the Fund's liquidity procedures as adopted by the 
Board, and the Adviser does not expect that investments in CDOs/CBOs/
CLOs of up to 20% of the total assets of the Fund will have any 
material impact on the liquidity of the Fund's investments.
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    \24\ The Exchange notes that the Commission has previously 
approved a proposed rule change granting the same proposals in 
regard to Commentary .01(b)(5) to Rule 8.600-E. See Securities 
Exchange Act Release No. 87576 (November 20, 2019), 84 FR 65206 
(November 26, 2019) (SR-NYSEArca-2019-14) (Order Approving a 
Proposed Rule Change, as Modified by Amendment No. 1, Relating to 
the Permitted Investments of the PGIM Ultra Short Bond ETF).
---------------------------------------------------------------------------

    The Fund will not comply with the requirements in Commentary 
.01(b)(4) to Rule 8.600-E that component securities that in the 
aggregate account for at least 90% of the fixed income weight of the 
portfolio meet one of the criteria specified in Commentary .01(b)(4). 
Instead, the Exchange proposes that: (i) The Fund's investments in 
fixed income securities that do not meet any of the criteria in 
Commentary .01(b)(4) will not exceed 10% of the total assets of the 
Fund, excluding Private ABS/MBS and CDOs/CBOs/CLOs; (ii) Private ABS/
MBS, which will be limited to 20% of the Fund's total assets, will not 
be required to comply with any of the criteria in Commentary .01(b)(4); 
and (iii) CDOs/CBOs/CLOs also will not be subject to any of the 
criteria in Commentary .01(b)(4) but will be separately limited to 20% 
of the Fund's total assets.
    The Adviser represents that, with respect to the Fund's investments 
in CDOs/CBOs/CLOs, the Fund will invest principally in the senior-most 
tranches of these securities, generally with an AAA investment rating 
which have first claim in the capital structure and generally have less 
sensitivity to the credit risk of the underlying assets (e.g., bank 
loans or commercial real estate).
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of actively managed ETF that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace. As noted above, the Exchange has in place surveillance 
procedures relating to trading in the Shares and may obtain information 
via ISG from other exchanges that are members of ISG or with which the 
Exchange has entered into a CSSA. In addition, as noted above, 
investors have ready access to information regarding the Fund's 
holdings, NAV, the PIV, 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 will facilitate a change to the Fund's investments 
similar to investments of other actively managed ETFs, shares of which 
have been approved for Exchange listing and trading,\25\ that 
principally hold fixed income securities, and that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace.
---------------------------------------------------------------------------

    \25\ See notes 13-15, supra.
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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, as modified by Amendment No. 1, is consistent with the Act. 
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2020-37 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-2020-37. 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-2020-37 and should be submitted 
on or before June 2, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-10060 Filed 5-11-20; 8:45 am]
BILLING CODE 8011-01-P


