[Federal Register Volume 85, Number 103 (Thursday, May 28, 2020)]
[Notices]
[Pages 32062-32065]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-11400]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88924; File No. SR-NYSEArca-2020-07]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Amendment No. 2 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment No. 2, to List and Trade 
Shares of the SPDR SSGA Responsible Reserves ESG ETF under NYSE Arca 
Rule 8.600-E

May 21, 2020.

I. Introduction

    On January 14, 2020, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to list and trade shares (``Shares'') of the SPDR 
SSGA Responsible Reserves ESG ETF (``Fund''), under NYSE Arca Rule 
8.600-E (Managed Fund Shares). The proposed rule change was published 
for comment in the Federal Register on January 30, 2020.\3\ On March 
12, 2020, pursuant to Section 19(b)(2) of the Act,\4\ the Commission 
designated a longer period within which to approve the proposed rule 
change, disapprove the proposed rule change, or institute proceedings 
to determine whether to disapprove the proposed rule change.\5\ On 
April 22, 2020, the Exchange filed Amendment No. 1 to the proposed rule 
change, which replaced and superseded the proposed rule change as 
originally filed.\6\ On April 24, 2020, the Commission published notice 
of Amendment No. 1 and instituted proceedings under Section 19(b)(2)(B) 
of the Act \7\ to determine whether to approve or disapprove the 
proposed rule change.\8\ On May 11, 2020, the Exchange filed Amendment 
No. 2 to the proposed rule change, which replaced and superseded the 
proposed rule change, as modified by Amendment No. 1.\9\ The Commission 
has received no comment letters on the proposal. The Commission is 
publishing this notice to solicit comments on Amendment No. 2 from 
interested persons, and is approving the proposed rule change, as 
modified by Amendment No. 2, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 88031 (January 24, 
2020), 85 FR 5493.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 88364, 85 FR 15550 
(March 18, 2020). The Commission designated April 29, 2020, as the 
date by which the Commission shall approve or disapprove, or 
institute proceedings to determine whether to disapprove, the 
proposed rule change.
    \6\ Amendment No. 1 is available on the Commission's website at: 
https://www.sec.gov/comments/sr-nysearca-2020-07/srnysearca202007-7104394-215848.pdf.
    \7\ 15 U.S.C. 78s(b)(2)(B).
    \8\ See Securities Exchange Act Release No. 88738, 85 FR 24050 
(April 30, 2020).
    \9\ In Amendment No. 2, the Exchange: (i) Clarified that the 
Fund would not be permitted to invest in sovereign debt obligations 
issued or guaranteed by emerging market countries or their agencies; 
(ii) represented that the Fund may not invest more than 5% of its 
total assets in any one Short-Term Fixed Income Security (as defined 
below) at the time of purchase (excluding U.S. Government securities 
and inflation-protected public obligations (``TIPS'')); (iii) 
clarified that the Fund's holdings in Short-Term Fixed Income 
Securities, and cash and cash equivalents will allow the Fund to 
maintain a maximum dollar-weighted average maturity of sixty days or 
less and dollar-weighted average life of 120 days or less and will 
have remaining maturities of 397 calendar days or less; (iv) 
represented that the Fund's Short-Term Fixed Income Securities all 
will be investment grade; (v) represented that the Fund's fixed 
income investments as a whole, including Short-Term Fixed Income 
Securities and cash equivalents, will include at least 13 non-
affiliated issuers; and (vi) made technical, clarifying, and 
conforming changes. Amendment No. 2 is available on the Commission's 
website at: https://www.sec.gov/comments/sr-nysearca-2020-07/srnysearca202007-7180920-216791.pdf.
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II. Description of the Proposed Rule Change, as Modified by Amendment 
No. 2 \10\
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    \10\ Additional information regarding the Fund, the Trust, and 
the Shares can be found in Amendment No. 2, supra note 9, and in the 
Registration Statement, infra note 11.
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A. Description of the Fund

    The Exchange proposes to list and trade Shares of the Fund under 
NYSE Arca Rule 8.600-E, which governs the listing and trading of 
Managed Fund Shares on the Exchange. The Fund is a series of the SSGA 
Active Trust (``Trust'').\11\ SSGA Funds Management, Inc. (``Adviser'') 
will be the investment adviser to the Fund,\12\ State Street

[[Page 32063]]

Global Advisors Funds Distributors, LLC will be the distributor of the 
Fund's Shares, and State Street Bank and Trust Company will be the 
custodian and transfer agent for the Fund.
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    \11\ The Exchange states that on December 20, 2019, the Trust 
filed with the Commission an amendment to its registration statement 
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a) 
(``Securities Act'') and the Investment Company Act of 1940 (``1940 
Act'') relating to the Fund (File Nos. 333-173276 and 811-22542) 
(``Registration Statement''). The Exchange also states that the 
Commission has issued an order granting certain exemptive relief 
under the 1940 Act to the Trust. See Investment Company Act Release 
No. 29524, December 13, 2010) (File No. 812-13487) (``Exemptive 
Order''). The Exchange represents that investments made by the Fund 
will comply with the conditions set forth in the Exemptive Order.
    \12\ The Exchange states that the Adviser is a wholly-owned 
subsidiary of State Street Global Advisors, Inc., which itself is a 
wholly-owned subsidiary of State Street Corporation. The Exchange 
states that 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 of and/or 
changes to the portfolio. The Exchange further states that in the 
event that (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, as applicable, regarding access to information 
concerning the composition of 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 the 
portfolio.
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    According to the Exchange, the investment objective of the Fund 
will be to seek to maximize current income while giving consideration 
to environmental, social and governance (``ESG'') criteria, consistent 
with the preservation of capital and liquidity by investing in a 
portfolio of high-quality, short-term debt obligations. The Fund will 
follow an investment process in which the Adviser bases its decisions 
on the relative attractiveness of different short-term debt instruments 
while considering ESG criteria at the time of purchase. According to 
the Exchange, the Adviser intends to consider ESG criteria at the time 
of purchase by using ESG-related metrics for each Fund investment. The 
potential investment universe will first be screened to remove issuers 
involved in, and/or which derive significant revenue from, certain 
practices, industries or product lines, including: extreme event 
controversies, controversial weapons, civilian firearms, thermal coal 
extraction, tobacco, and UN global compact violations. While issuers in 
the financial services sector are not included in the initial screening 
process, the Adviser will consider scoring criteria to assign an ESG 
rating to issuers in the financial services sector.
1. Principal Investments
    According to the Exchange, the Fund will attempt to meet its 
investment objective by investing in a broad range of ``Short-Term 
Fixed Income Securities,'' as described below. Under normal market 
conditions,\13\ the Fund will invest at least 80% of its net assets in 
Short-Term Fixed Income Securities, and cash and cash equivalents \14\ 
to maintain a maximum dollar-weighted average maturity of sixty days or 
less and dollar-weighted average life of 120 days or less. Short-Term 
Fixed Income Securities in which the Fund will invest will have 
remaining maturities of 397 calendar days or less, and will consist of 
the following:
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    \13\ The term ``normal market conditions'' is defined in NYSE 
Arca Rule 8.600-E(c)(5).
    \14\ The term ``cash equivalents'' is defined in Commentary 
.01(c) to NYSE Arca Rule 8.600-E.
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     short-term obligations of the U.S. Government, its 
agencies, instrumentalities, authorities or political subdivisions 
(other than cash equivalents);
     mortgage pass-through securities; \15\
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    \15\ The Exchange states that the Fund will seek to obtain 
exposure to U.S. agency mortgage pass-through securities primarily 
through the use of ``to-be-announced'' or ``TBA transactions.''
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     corporate bonds, floating rate bonds or variable rate 
bonds (including ``inverse floaters'');
     bank obligations, including negotiable certificates of 
deposit, time deposits and bankers' acceptances \16\ (other than cash 
equivalents);
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    \16\ Under normal market conditions, the Fund intends to invest 
more than 25% of its total assets in bank obligations.
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     zero coupon securities;
     Eurodollar Certificates of Deposit (``ECDs''), Eurodollar 
Time Deposits (``ETDs'') and Yankee Certificates of Deposit (``YCDs''); 
\17\
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    \17\ The Exchange states that ECDs and ETDs are U.S. dollar 
denominated certificates of deposit and time deposits, respectively, 
issued by non-U.S. branches of domestic banks and non-U.S. banks, 
and YCDs are U.S. dollar denominated certificates of deposit issued 
by U.S. branches of non-U.S. banks.
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     TIPS of the U.S. Treasury, as well as TIPS of major 
governments other than the United States;
     repurchase and reverse repurchase agreements (other than 
repurchase and reverse repurchase agreements that are cash 
equivalents);
     sovereign debt obligations issued or guaranteed by foreign 
governments (excluding emerging market countries) or their agencies;
     commercial paper (other than cash equivalents); and
     private placements, restricted securities and Rule 144A 
securities.
2. Other Investments
    While the Fund, under normal market conditions, will invest at 
least 80% of the Fund's net assets in the securities described above in 
``Principal Investments,'' the Fund may invest its remaining assets in 
exchange traded funds (``ETFs'') \18\ and securities of non-exchange-
traded investment company securities, subject to applicable limitations 
under Section 12(d)(1) of the 1940 Act.\19\ The Exchange represents 
that the Fund will not invest in securities or other financial 
instruments that have not been described in this proposed rule change.
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    \18\ The Exchange states that for purposes of this filing, 
``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 in the 
U.S. on a national securities exchange. The Fund will not invest in 
inverse or leveraged (e.g., 2X, -2X, 3X or -3X) ETFs.
    \19\ The Exchange states that investments in other non-exchange-
traded open-end management investment company securities will not 
exceed 20% of the total assets of the Fund.
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B. Application of Generic Listing Requirements

    The Exchange states that it submitted this proposed rule change 
because the portfolio for the Fund will not meet 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 Exchange 
represents that the Fund's portfolio would meet all such requirements 
except for those set forth in Commentary .01(a)(1)(A) through (E) with 
respect to the Fund's investments in non-exchange-traded investment 
company securities \20\ and Commentary .01(b)(3) to NYSE Arca Rule 
8.600-E with respect to the Fund's investments in Short-Term Fixed 
Income Securities.\21\
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    \20\ Commentary .01(a)(1) to NYSE Arca Rule 8.600-E provides 
that the component stocks of the equity portion of a portfolio that 
are U.S. Component Stocks shall meet the following criteria 
initially and on a continuing basis (subject to exclusions for 
Derivative Securities Products and Index-Linked Securities): (A) 
component stocks that in the aggregate account for at least 90% of 
the equity weight of the portfolio each shall have a minimum market 
value of at least $75 million; (B) component stocks that in the 
aggregate account for at least 70% of the equity weight of the 
portfolio each shall have a minimum monthly trading volume of 
250,000 shares, or minimum notional volume traded per month of 
$25,000,000, averaged over the last six months; (C) the most heavily 
weighted component stock shall not exceed 30% of the equity weight 
of the portfolio, and, to the extent applicable, the five most 
heavily weighted component shall not exceed 65% of the equity weight 
of the portfolio; (D) where the equity portion of the portfolio does 
not include Non-U.S. Component Stocks, the equity portion of the 
portfolio shall include a minimum of 13 component stocks; (E) except 
as provided in (F), equity securities in the portfolio shall be U.S. 
Component Stocks listed on a national securities exchange and shall 
be NMS Stocks as defined in Rule 600 of Regulation NMS under the 
Act; and (F) no more than 10% of the equity weight of a portfolio 
shall consist of non-exchange-traded American Depositary Receipts.
    \21\ Commentary .01(b)(3) to NYSE Arca Rule 8.600-E requires 
that an underlying portfolio (excluding exempted securities) that 
includes fixed income securities shall include a minimum of 13 non-
affiliated issuers, provided, however, that there shall be no 
minimum number of non-affiliated issuers required for fixed income 
securities if at least 70% of the weight of the portfolio consists 
of equity securities as described in Commentary .01(a) to NYSE Arca 
Rule 8.600-E.
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    The Fund may invest in shares of non-exchange traded open-end 
management investment company

[[Page 32064]]

securities, which are equity securities. To the extent the Fund invests 
in shares of non-exchange-traded open-end management investment company 
securities, the Fund will not comply with the requirements of 
Commentary .01(a)(1)(A) through (E) to NYSE Arca Rule 8.600-E (U.S. 
Component Stocks) with respect to such holdings. The Exchange notes 
that investments in non-exchange-traded open-end management investment 
company securities will not exceed 20% of the total assets of the Fund. 
In addition, the Fund will invest in such securities only to the extent 
that those investments would be consistent with the requirements of 
Section 12(d)(1) of the 1940 Act and the rules thereunder. The Exchange 
further notes that such securities must satisfy applicable 1940 Act 
diversification requirements and have a net asset value based on the 
value of securities and financial assets the investment company holds.
    In addition, the Exchange states that the Fund's investments in 
Short-Term Fixed Income Securities may not comply with Commentary 
.01(b)(3) to NYSE Arca Rule 8.600-E. Commentary .01(b)(3) requires that 
an underlying portfolio (excluding exempted securities) that includes 
fixed income securities to include a minimum of 13 non-affiliated 
issuers, unless at least 70% of the weight of the portfolio consists of 
equity securities as described in Commentary .01(a) to NYSE Arca Rule 
8.600-E. The Exchange believes that any concerns related to non-
compliance with this requirement are mitigated by the types of 
instruments that the Fund would hold. The Adviser represents that the 
Fund is not a money market fund but its investment strategy follows 
certain guidelines applicable to such funds. Specifically, the Fund 
will only invest in Short-Term Fixed Income Securities to allow the 
Fund to maintain a maximum dollar-weighted average maturity of sixty 
days or less and dollar-weighted average life of 120 days or less. The 
Fund will only invest in Short-Term Fixed Income Securities that have 
remaining maturities of 397 calendar days or less and that are 
investment grade. The Fund's Short-Term Fixed Income Securities will 
include those instruments that are included in the definition of cash 
and cash equivalents, but are not considered cash and cash equivalents 
because they have maturities of three months or greater and up to 397 
days. In addition, the Fund's Short-Term Fixed Income Securities may 
include securities that are not of the type characterized as cash 
equivalents, including foreign government securities (excluding 
emerging market countries' securities) and corporate bonds. The 
Exchange represents that the Fund's investments in sovereign debt 
obligations (which will not include obligations of emerging market 
countries), corporate bonds, floating rate bonds, and variable rate 
bonds will be limited to 30% of the Fund's total assets. The Exchange 
also represents that the Fund may not invest more than 5% of its total 
assets in any one Short-Term Fixed Income Security (excluding U.S. 
Government securities and TIPS) at time of purchase. In addition, the 
Exchange states that the Fund's fixed income investments as a whole, 
including Short-Term Fixed Income Securities and cash equivalents, will 
include at least 13 non-affiliated issuers.
    The Exchange notes that, other than Commentary .01(a)(1)(A) through 
(E) regarding the Fund's investments in non-exchange-traded investment 
company securities and Commentary .01(b)(3) regarding the Fund's 
investments in Short-Term Fixed Income Securities, as described above, 
the Fund will meet all other requirements of Rule 8.600-E.

III. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment No. 2, is consistent with the Act and 
the rules and regulations thereunder applicable to a national 
securities exchange.\22\ In particular, the Commission finds that the 
proposed rule change, as modified by Amendment No. 2, is consistent 
with Section 6(b)(5) of the Act,\23\ which requires, among other 
things, that the Exchange's rules be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to remove impediments to and perfect the mechanism 
of a free and open market and a national market system, and, in 
general, to protect investors and the public interest.
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    \22\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \23\ 15 U.S.C. 78f(b)(5).
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    According to the Exchange, other than Commentary .01(a)(1)(A) 
through (E) with respect to the Fund's investments in non-exchange-
traded investment company securities and Commentary .01(b)(3) with 
respect to the Fund's investments in Short-Term Fixed Income 
Securities, as described above, the Fund will meet all other 
requirements of NYSE Arca Rule 8.600-E, and the Shares of the Fund will 
conform to the initial and continued listing criteria under NYSE Arca 
Rule 8.600-E.
    With respect to the Fund's investments in shares of non-exchange-
traded open-end investment company securities, which will not comply 
with the requirements for equity securities set forth in Commentary 
.01(a)(1)(A) through (E) to NYSE Arca Rule 8.600-E,\24\ the Commission 
notes that: (1) Such securities must satisfy applicable 1940 Act 
diversification requirements; and (2) the value of such securities is 
based on the value of securities and financial assets held by those 
investment companies.\25\ In addition, the Exchange states that 
investments in non-exchange-traded open-end management investment 
company securities will not exceed 20% of the total assets of the 
Fund.\26\ The Commission therefore believes that the Fund's investments 
in non-exchange-traded open-end management investment company 
securities would not make the Shares susceptible to fraudulent or 
manipulative acts and practices.\27\
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    \24\ See supra note 20.
    \25\ See Amendment No. 2, supra note 9.
    \26\ See id.
    \27\ The Commission notes it has approved other exchange-traded 
funds that can hold non-exchange-traded open-end management 
investment company securities in a manner that does not comply with 
Commentary .01(a)(1) to Rule 8.600-E. See, e.g., Securities Exchange 
Act Release No. 86362 (July 12, 2019), 84 FR 34457 (July 18, 2019) 
(SR-NYSEArca-2019-36).
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    The Fund's investments in Short-Term Fixed Income Securities will 
not meet the requirement for 13 non-affiliated issuers in Commentary 
.01(b)(3) to NYSE Arca Rule 8.600-E.\28\ The Commission, however, 
believes that certain restrictions on the Short-Term Fixed Income 
Securities help to mitigate concerns regarding the Shares being 
susceptible to manipulation because of the Fund's investment in the 
Short-Term Fixed Income Securities.\29\ Specifically, the Exchange 
states that Short-Term Fixed Income Securities will include instruments 
that are included in the definition of cash equivalents,\30\ but are 
not considered cash equivalents because they have maturities of three 
months or greater. As proposed, the Fund's investments in Short-Term 
Fixed Income Securities will also include sovereign debt

[[Page 32065]]

obligations (which will not include obligations of emerging market 
countries), corporate bonds, floating rate bonds and variable rate 
bonds, but such holdings would be limited to 30% of the Fund's total 
assets.\31\ In addition, although the Fund's investments in Short-Term 
Fixed Income Securities would include sovereign debt, they would 
exclude sovereign debt obligations of emerging market countries.\32\ 
Further, the Short-Term Fixed Income Securities in which the Fund may 
invest will have remaining maturities of 397 days or less and will be 
investment grade.\33\ In addition, the Fund may not invest more than 5% 
of its total assets, measured at the time of purchase, in any one 
Short-Term Fixed Income Security (excluding U.S. Government securities 
and TIPS).\34\ The Exchange also states that the Fund's fixed income 
investments as a whole, including Short-Term Fixed Income Securities 
and cash equivalents, will include at least 13 non-affiliated 
issuers.\35\
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    \28\ See supra note 21.
    \29\ The Commission notes that the Short-Term Fixed Income 
Securities will comply with all other requirements for fixed income 
securities set forth in Commentary .01(b) to NYSE Arca Rule 8.600-E, 
and the cash equivalents the Fund may invest in will comply with the 
requirements of Commentary .01(c). See Amendment No. 2, supra note 
9.
    \30\ See supra note 14.
    \31\ See Amendment No. 2, supra note 9.
    \32\ See id.
    \33\ See id.
    \34\ See id.
    \35\ See id.
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    The Exchange represents that all statements and representations 
made in the filing regarding (a) the description of the portfolio 
holdings or reference assets, (b) limitations on portfolio holdings or 
reference assets, or (c) the applicability of Exchange listing rules 
specified in the filing shall constitute continued listing requirements 
for listing the Shares of the Fund on the Exchange. In addition, the 
issuer has represented to the Exchange that it will advise the Exchange 
of any failure by the Fund to comply with the continued listing 
requirements, and, pursuant to its obligations under Section 19(g)(1) 
of the Act, the Exchange will monitor \36\ for compliance with the 
continued listing requirements. If the Fund is not in compliance with 
the applicable listing requirements, the Exchange will commence 
delisting procedures under NYSE Arca Rule 5.5-E(m).
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    \36\ The Commission notes that certain proposals for the listing 
and trading of exchange-traded products include a representation 
that the exchange will ``surveil'' for compliance with the continued 
listing requirements. See, e.g., Securities Exchange Act Release No. 
77499 (April 1, 2016), 81 FR 20428, 20432 (April 7, 2016) (SR-BATS-
2016-04). In the context of this representation, it is the 
Commission's view that ``monitor'' and ``surveil'' both mean ongoing 
oversight of compliance with the continued listing requirements. 
Therefore, the Commission does not view ``monitor'' as a more or 
less stringent obligation than ``surveil'' with respect to the 
continued listing requirements.
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    This approval order is based on all of the Exchange's 
representations, including those set forth above and in Amendment No. 
2. For the foregoing reasons, the Commission finds that the proposed 
rule change, as modified by Amendment No. 2, is consistent with Section 
6(b)(5) of the Act \37\ and the rules and regulations thereunder 
applicable to a national securities exchange.
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    \37\ 15 U.S.C. 78f(b)(5).
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IV. Solicitation of Comments on Amendment No. 2 to the Proposed Rule 
Change

    Interested persons are invited to submit written views, data, and 
arguments concerning whether Amendment No. 2 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-2020-07 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-2020-07. 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-2020-07 and should be submitted 
on or before June 18, 2020.

V. Accelerated Approval of the Proposed Rule Change, as Modified by 
Amendment No. 2

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 2, prior to the thirtieth day 
after the date of publication of notice of the filing of Amendment No. 
2 in the Federal Register. The Commission notes that Amendment No. 2 
clarified the investments of the Fund and restrictions thereon and the 
application of NYSE Arca Rule 8.600-E, Commentary .01 to the Fund's 
investments. Amendment No. 2 also provided other clarifications and 
additional information related to the proposed rule change. The changes 
and additional information in Amendment No. 2 assist the Commission in 
evaluating the Exchange's proposal and in determining that it is 
consistent with the Act. Accordingly, the Commission finds good cause, 
pursuant to Section 19(b)(2) of the Act,\38\ to approve the proposed 
rule change, as modified by Amendment No. 2, on an accelerated basis.
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    \38\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\39\ that the proposed rule change (SR-NYSEArca-2020-07), as 
modified by Amendment No. 2, be, and it hereby is, approved on an 
accelerated basis.
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    \39\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\40\
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    \40\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-11400 Filed 5-27-20; 8:45 am]
BILLING CODE 8011-01-P


