Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 83129 

23 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 89185 

(June 29, 2020), 85 FR 40328 (July 3, 2020) (SR– 

NYSEArca–2019–95). Rule 8.601–E(c)(1) provides 

that ‘‘[t]he term ‘‘Active Proxy Portfolio Share’’ 

means a security that (a) is issued by a investment 

company registered under the Investment Company 

Act of 1940 (‘‘Investment Company’’) organized as 

an open-end management investment company that 

invests in a portfolio of securities selected by the 

Investment Company’s investment adviser 

consistent with the Investment Company’s 

investment objectives and policies; (b) is issued in 

a specified minimum number of shares, or 

multiples thereof, in return for a deposit by the 

purchaser of the Proxy Portfolio and/or cash with 

a value equal to the next determined net asset value 

(‘‘NAV’’); (c) when aggregated in the same specified 

minimum number of Active Proxy Portfolio Shares, 

or multiples thereof, may be redeemed at a holder’s 

request in return for the Proxy Portfolio and/or cash 

to the holder by the issuer with a value equal to 

the next determined NAV; and (d) the portfolio 

holdings for which are disclosed within at least 60 

days following the end of every fiscal quarter.’’ Rule 

8.601–E(c)(2) provides that ‘‘[t]he term ‘‘Actual 

Portfolio’’ means the identities and quantities of the 

securities and other assets held by the Investment 

Company that shall form the basis for the 

Investment Company’s calculation of NAV at the 

end of the business day.’’ Rule 8.601–E(c)(3) 

provides that ‘‘[t]he term ‘‘Proxy Portfolio’’ means 

a specified portfolio of securities, other financial 

instruments and/or cash designed to track closely 

the daily performance of the Actual Portfolio of a 

series of Active Proxy Portfolio Shares as provided 

in the exemptive relief pursuant to the Investment 

Company Act of 1940 applicable to such series.’’ 

5The Commission has previously approved 

listing and trading on the Exchange of a number of 

issues of Managed Fund Shares under NYSE Arca 

Rule 8.600–E. See, e.g., Securities Exchange Act 

Release Nos. 57801 (May 8, 2008), 73 FR 27878 

(May 14, 2008) (SR–NYSEArca–2008–31) (order 

approving Exchange listing and trading of twelve 

actively-managed funds of the WisdomTree Trust); 

60460 (August 7, 2009), 74 FR 41468 (August 17, 

2009) (SR–NYSEArca–2009–55) (order approving 

listing of Dent Tactical ETF); 63076 (October 12, 

2010), 75 FR 63874 (October 18, 2010) (SR– 

NYSEArca–2010–79) (order approving Exchange 

listing and trading of Cambria Global Tactical ETF); 

63802 (January 31, 2011), 76 FR 6503 (February 4, 

2011) (SR–NYSEArca–2010–118) (order approving 

Exchange listing and trading of the SiM Dynamic 

Allocation Diversified Income ETF and SiM 

Dynamic Allocation Growth Income ETF). The 

Commission also has approved a proposed rule 

change relating to generic listing standards for 

Managed Fund Shares. Securities Exchange Act 

Release No. 78397 (July 22, 2016), 81 FR 49320 

(July 27, 2016 (SR–NYSEArca–2015–110) 

(amending NYSE Arca Equities Rule 8.600 to adopt 

generic listing standards for Managed Fund Shares). 

6NYSE Arca Rule 8.600–E(c)(2) defines the term 

‘‘Disclosed Portfolio’’ as the identities and 

quantities of the securities and other assets held by 

the Investment Company that will form the basis for 

the Investment Company’s calculation of net asset 

value at the end of the business day. NYSE Arca 

Rule 8.600–E(d)(2)(B)(i) requires that the Disclosed 

Portfolio will be disseminated at least once daily 

and will be made available to all market 

participants at the same time. 

7A mutual fund is required to file with the 

Commission its complete portfolio schedules for the 

second and fourth fiscal quarters on Form N–CSR 

Continued 

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–2020–107 and 

should be submitted on or before 

January 11, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28014 Filed 12–18–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90665; File No. SR– 

NYSEArca–2020–104] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the Stance Equity ESG Large Cap 

Core ETF Under NYSE Arca Rule 

8.601–E 

December 15, 2020. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on 

November 30, 2020, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the following under 

NYSE Arca Rule 8.601–E: Stance Equity 

ESG Large Cap Core ETF. 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. 

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 has adopted NYSE 

Arca Rule 8.601–E for the purpose of 

permitting the listing and trading, or 

trading pursuant to unlisted trading 

privileges (‘‘UTP’’), of Active Proxy 

Portfolio Shares, which are securities 

issued by an actively managed open-end 

investment management company.4

Commentary .01 to Rule 8.601–E 

requires the Exchange to file separate 

proposals under Section 19(b) of the Act 

before listing and trading any series of 

Active Proxy Portfolio Shares on the 

Exchange. Therefore, the Exchange is 

submitting this proposal in order to list 

and trade shares (‘‘Shares’’) of Active 

Proxy Portfolio Shares of the Stance 

Equity ESG Large Cap Core ETF (the 

‘‘Fund’’) under Rule 8.601–E. 

Key Features of Active Proxy Portfolio 

Shares 

While funds issuing Active Proxy 

Portfolio Shares will be activelymanaged and, to that extent, will be 

similar to Managed Fund Shares, Active 

Proxy Portfolio Shares differ from 

Managed Fund Shares in the following 

important respects. First, in contrast to 

Managed Fund Shares, which are 

actively-managed funds listed and 

traded under NYSE Arca Rule 8.600–E 5

and for which a ‘‘Disclosed Portfolio’’ is 

required to be disseminated at least 

once daily,6 the portfolio for an issue of 

Active Proxy Portfolio Shares will be 

publicly disclosed within at least 60 

days following the end of every fiscal 

quarter in accordance with normal 

disclosure requirements otherwise 

applicable to open-end management 

investment companies registered under 

the Investment Company Act of 1940 

(the ‘‘1940 Act’’).7 The composition of 

83130 Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 

under the 1940 Act. Information reported on Form 

N–PORT for the third month of a fund’s fiscal 

quarter will be made publicly available 60 days 

after the end of a fund’s fiscal quarter. Form N– 

PORT requires reporting of a fund’s complete 

portfolio holdings on a position-by-position basis 

on a quarterly basis within 60 days after fiscal 

quarter end. Investors can obtain a series of Active 

Proxy Portfolio Shares’ Statement of Additional 

Information (‘‘SAI’’), its Shareholder Reports, its 

Form N–CSR, filed twice a year, and its Form N– 

CEN, filed annually. A series of Active Proxy 

Portfolio Shares’ SAI and Shareholder Reports will 

be available free upon request from the Investment 

Company, and those documents and the Form N– 

PORT, Form N–CSR, and Form N–CEN may be 

viewed on-screen or downloaded from the 

Commission’s website at www.sec.gov. 

8The Issuer is registered under the 1940 Act. On 

November 23, 2020, the Issuer filed a registration 

statement on Form N–1A under the Securities Act 

of 1933 (the ‘‘1933 Act’’) (15 U.S.C. 77a), and under 

the 1940 Act relating to the Fund (File Nos. 033– 

20827 and 811–05518) (the ‘‘Registration 

Statement’’). The Issuer filed an Application for an 

Order under Section 6(c) of the 1940 Act for 

exemptions from various provisions of the 1940 Act 

and rules thereunder (File No. 812–15165), dated 

September 28, 2020 (the ‘‘Application’’). The 

description of the operation of the Fund herein is 

based, in part, on the Registration Statement and 

the Application. The Exchange will not commence 

trading in Shares of the Fund until the Commission 

has issued an order granting the exemptions 

requested in the Application. 

9An investment adviser to an open-end fund is 

required to be registered under the Investment 

Advisers Act of 1940 (the ‘‘Advisers Act’’). As a 

result, the Adviser and Sub-Advisers and their 

related personnel will be subject to the provisions 

of Rule 204A–1 under the Advisers Act relating to 

codes of ethics. This Rule requires investment 

advisers to adopt a code of ethics that reflects the 

fiduciary nature of the relationship to clients as 

well as compliance with other applicable securities 

laws. Accordingly, procedures designed to prevent 

the communication and misuse of non-public 

information by an investment adviser must be 

consistent with Rule 204A–1 under the Advisers 

Act. In addition, Rule 206(4)–7 under the Advisers 

Act makes it unlawful for an investment adviser to 

provide investment advice to clients unless such 

investment adviser has (i) adopted and 

implemented written policies and procedures 

reasonably designed to prevent violations, by the 

investment adviser and its supervised persons, of 

the Advisers Act and the Commission rules adopted 

thereunder; (ii) implemented, at a minimum, an 

annual review regarding the adequacy of the 

policies and procedures established pursuant to 

subparagraph (i) above and the effectiveness of their 

implementation; and (iii) designated an individual 

(who is a supervised person) responsible for 

administering the policies and procedures adopted 

under subparagraph (i) above. 

the portfolio of an issue of Active Proxy 

Portfolio Shares would not be available 

at commencement of Exchange listing 

and trading. Second, in connection with 

the creation and redemption of Active 

Proxy Portfolio Shares, such creation or 

redemption may be exchanged for a 

Proxy Portfolio with a value equal to the 

next-determined NAV. A series of 

Active Proxy Portfolio Shares will 

disclose the Proxy Portfolio on a daily 

basis, which, as described above, is 

designed to track closely the daily 

performance of the Actual Portfolio of a 

series of Active Proxy Portfolio Shares, 

instead of the actual holdings of the 

Investment Company, as provided by a 

series of Managed Fund Shares. 

The Shares of the Fund will be issued 

by The RBB Fund, Inc. (the ‘‘Issuer’’), a 

corporation organized under the laws of 

the State of Maryland and registered 

with the Commission as an open-end 

management investment company.8 Red 

Gate Advisers, LLC (the ‘‘Adviser’’) will 

be the investment adviser to the Fund. 

Stance Capital, LLC and Vident 

Investment Advisory, LLC will be the 

sub-advisers (the ‘‘Sub-Advisers’’) for 

the Fund. U.S. Bank, N.A. will serve as 

the Fund’s custodian (the ‘‘Custodian’’). 

U.S. Bancorp Fund Services, LLC will 

serve as the Fund’s transfer agent (the 

‘‘Transfer Agent’’). Herald Investment 

Marketing, LLC will act as the 

distributor and principal underwriter 

(the ‘‘Distributor’’) for the Fund. 

Commentary .04 to NYSE Arca Rule 

8.601–E provides that, if the investment 

adviser to the Investment Company 

issuing Active Proxy Portfolio Shares is 

registered as a broker-dealer or is 

affiliated with a broker-dealer, such 

investment adviser will erect and 

maintain a ‘‘fire wall’’ between the 

investment adviser and personnel of the 

broker-dealer or broker-dealer affiliate, 

as applicable, with respect to access to 

information concerning the composition 

and/or changes to such Investment 

Company’s Actual Portfolio and/or 

Proxy Portfolio. Any person related to 

the investment adviser or Investment 

Company who makes decisions 

pertaining to the Investment Company’s 

Actual Portfolio and/or Proxy Portfolio 

or has access to non-public information 

regarding the Investment Company’s 

Actual Portfolio and/or Proxy Portfolio 

or changes thereto must be subject to 

procedures reasonably designed to 

prevent the use and dissemination of 

material non-public information 

regarding the Actual Portfolio and/or 

Proxy Portfolio or changes thereto. 

Commentary .04 is similar to 

Commentary .03(a)(i) and (iii) to NYSE 

Arca Rule 5.2–E(j)(3); however, 

Commentary .04, in connection with the 

establishment of a ‘‘fire wall’’ between 

the investment adviser and the brokerdealer, reflects the applicable open-end 

fund’s portfolio, not an underlying 

benchmark index, as is the case with 

index-based funds.9 Commentary .04 is 

also similar to Commentary .06 to Rule 

8.600–E related to Managed Fund 

Shares, except that Commentary .04 

relates to establishment and 

maintenance of a ‘‘fire wall’’ between 

the investment adviser and personnel of 

the broker-dealer or broker-dealer 

affiliate, as applicable, applicable to an 

Investment Company’s Actual Portfolio 

and/or Proxy Portfolio or changes 

thereto, and not just to the underlying 

portfolio, as is the case with Managed 

Fund Shares. 

In addition, Commentary .05 to Rule 

8.601–E provides that any person or 

entity, including a custodian, Reporting 

Authority, distributor, or administrator, 

who has access to non-public 

information regarding the Investment 

Company’s Actual Portfolio or the Proxy 

Portfolio or changes thereto, must be 

subject to procedures reasonably 

designed to prevent the use and 

dissemination of material non-public 

information regarding the applicable 

Investment Company Actual Portfolio or 

the Proxy Portfolio or changes thereto. 

Moreover, if any such person or entity 

is registered as a broker-dealer or 

affiliated with a broker-dealer, such 

person or entity will erect and maintain 

a ‘‘fire wall’’ between the person or 

entity and the broker-dealer with 

respect to access to information 

concerning the composition and/or 

changes to such Investment Company 

Actual Portfolio or Proxy Portfolio. 

The Adviser is not registered as a 

broker-dealer but is affiliated with a 

broker-dealer. The Adviser 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 Fund’s Actual Portfolio 

and/or Proxy Portfolio. The SubAdvisers are not registered as brokerdealers and are not affiliated with a 

broker-dealer. 

In the event (a) the Adviser or SubAdviser(s) becomes registered as a 

broker-dealer or becomes 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 

its broker-dealer affiliate regarding 

access to information concerning the 

composition and/or changes to the 

Fund’s Actual Portfolio and/or Proxy 

Portfolio, and will be subject to 

procedures designed to prevent the use 

and dissemination of material nonpublic information regarding the Fund’s 

Actual Portfolio and/or Proxy Portfolio 

or changes thereto. Any person related 

to the Adviser, Sub-Adviser(s), or the 

Fund who makes decisions pertaining to 

the Fund’s Actual Portfolio or the Proxy 

Portfolio or has access to non-public 

information regarding the Fund’s Actual 

Portfolio and/or the Proxy Portfolio or 

changes thereto are subject to 

procedures reasonably designed to 

prevent the use and dissemination of 

Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 83131 

10The ‘‘Portfolio Reference Basket’’ is the Proxy 

Portfolio for purposes of Rule 8.601–E(c)(3). 

11 ‘‘Business Day’’ is defined to mean any day that 

the Exchange is open, including any day when the 

Fund satisfies redemption requests as required by 

Section 22(e) of the 1940 Act. 

12Pursuant to the Application, the permissible 

investments for the Fund include only the 

following instruments: ETFs traded on a U.S. 

exchange, exchange-traded notes (‘‘ETNs’’) traded 

on a U.S. exchange, U.S. exchange-traded common 

stocks, U.S. exchange-traded preferred stocks, U.S. 

exchange-traded American Depositary Receipts 

(‘‘ADRs’’), U.S. exchange-traded real estate 

investment trusts, U.S. exchange-traded commodity 

pools, U.S. exchange-traded metals trusts, U.S. 

exchange-traded currency trusts, and U.S. 

exchange-traded futures; common stocks listed on 

a foreign exchange that trade on such exchange 

contemporaneously with the Fund’s Shares; 

exchange-traded futures that are traded on a U.S. 

futures exchange contemporaneously with the 

Fund’s Shares; and cash and cash equivalents 

(which are short-term U.S. Treasury securities, 

government money market funds, and repurchase 

agreements). The Fund will not borrow for 

investment purposes, hold short positions, or 

purchase any securities that are illiquid 

investments at the time of purchase. 

13 Id. 

14The Fund’s broad-based securities benchmark 

index will be identified in a future amendment to 

its Registration Statement following the Fund’s first 

full calendar year of performance. 

15The Adviser represents that, to the extent the 

Issuer effects the creation or redemption of Shares 

in cash on any given day, such transactions will be 

effected in the same manner for all Authorized 

Participants placing trades with the Fund on that 

day. 

material non-public information 

regarding the Fund’s Actual Portfolio 

and/or the Proxy Portfolio or changes 

thereto. 

In addition, any person or entity, 

including any service provider for the 

Fund, who has access to non-public 

information regarding the Fund’s Actual 

Portfolio or the Proxy Portfolio or 

changes thereto, will be subject to 

procedures reasonably designed to 

prevent the use and dissemination of 

material non-public information 

regarding the Fund’s Actual Portfolio 

and/or the Proxy Portfolio or changes 

thereto. Moreover, if any such person or 

entity is registered as a broker-dealer or 

affiliated with a broker-dealer, such 

person or entity has erected and will 

maintain a ‘‘fire wall’’ between the 

person or entity and the broker-dealer 

with respect to access to information 

concerning the composition and/or 

changes to the Fund’s Actual Portfolio 

and/or Proxy Portfolio. 

Description of the Fund 

According to the Registration 

Statement, the Adviser will identify its 

‘‘Portfolio Reference Basket’’ 10 for the 

Fund, which is designed to closely track 

the daily performance of the Fund but 

is not the Fund’s Actual Portfolio. The 

Portfolio Reference Basket is comprised 

of all of the names of the securities in 

the Actual Portfolio, and only the 

securities that are in the Actual Portfolio 

(unless cash or cash equivalents are 

included). The Portfolio Reference 

Basket will have a minimum weightings 

overlap of 90% with the Actual 

Portfolio at the beginning of each 

trading day. The Adviser will publish a 

new Portfolio Reference Basket for the 

Fund before the commencement of 

trading of the Fund’s Shares on each 

‘‘Business Day,’’ 11 and the Adviser will 

not make intra-day changes to the 

Portfolio Reference Basket except to 

correct errors in the published Portfolio 

Reference Basket. 

In addition, on each Business Day, 

before commencement of trading of 

Shares, the Fund will publish the 

‘‘Guardrail Amount,’’ which is the 

maximum deviation between the 

weightings of the specific securities in 

the Portfolio Reference Basket and the 

weightings of those specific securities in 

the Actual Portfolio, as well as between 

the weighting of the respective cash 

positions. The Guardrail Amount is 

designed to help evaluate the risk of 

tracking error, which is the difference in 

the performance of the Portfolio 

Reference Basket from the performance 

of the Actual Portfolio. 

Stance Equity ESG Large Cap Core ETF 

The Fund’s holdings will conform to 

the permissible investments as set forth 

in the Application, and the holdings 

will be consistent with all requirements 

in the Application.12 Any foreign 

common stocks held by the Fund will 

be traded on an exchange that is a 

member of the Intermarket Surveillance 

Group (‘‘ISG’’) or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek long-term capital 

appreciation. The Fund will invest 

primarily in exchange-traded equity 

securities of U.S. large capitalization 

issuers. The Fund will also seek to 

achieve its investment objectives by 

investing mainly in companies that 

meet environmental, social, and 

governance standards, as determined by 

Stance Capital, LLC. 

Investment Restrictions 

The Shares of the Fund will conform 

to the initial and continued listing 

criteria under Rule 8.601–E. The Fund’s 

holdings will be limited to and 

consistent with permissible holdings as 

described in the Application and all 

requirements in the Application.13

The Fund’s investments, including 

derivatives, will be consistent with its 

investment objective and will not be 

used to enhance leverage (although 

certain derivatives and other 

investments may result in leverage). 

That is, the Fund’s investments will not 

be used to seek performance that is the 

multiple or inverse multiple (e.g., 2X or 

–3X) of the Fund’s primary broad-based 

securities benchmark index (as defined 

in Form N–1A).14

Creations and Redemptions of Shares 

According to the Registration 

Statement, the Issuer will issue and sell 

Shares of the Fund only in specified 

minimum size ‘‘Creation Units’’ on a 

continuous basis through the Distributor 

at their NAV next determined after 

receipt of an order, on any Business 

Day, in proper form. The NAV of the 

Fund’s Shares will be calculated each 

Business Day as of the close of regular 

trading on the Exchange, ordinarily 4:00 

p.m. Eastern Time (‘‘E.T.’’). 

According to the Registration 

Statement, Shares will be purchased 

and redeemed in Creation Units and 

generally on an in-kind basis. 

Accordingly, except where the purchase 

or redemption will include cash, 

purchasers will be required to purchase 

Creation Units by making an in-kind 

deposit of specified instruments 

(‘‘Deposit Instruments’’), and 

shareholders redeeming their Shares 

will receive an in-kind transfer of 

specified instruments (‘‘Redemption 

Instruments’’). The composition of the 

instruments that constitute the Deposit 

Instruments and the Redemption 

Instruments for the Fund (collectively, 

the ‘‘Creation Basket’’) will be the same 

as the Fund’s Portfolio Reference 

Basket, except to the extent purchases 

and redemptions are made entirely or in 

part on a cash basis. 

Creation Units of the Fund may be 

purchased and/or redeemed entirely for 

cash. When full or partial cash 

purchases of Creation Units are 

available or specified for the Fund, they 

will be effected in essentially the same 

manner as in-kind purchases thereof. 

The Fund may determine, upon 

receiving a purchase or redemption 

order from an Authorized Participant, to 

have the purchase or redemption, as 

applicable, be made entirely or in part 

in cash.15

If there is a difference between the 

NAV attributable to a Creation Unit and 

the aggregate market value of the 

Creation Basket exchanged for the 

Creation Unit, the party conveying 

instruments with the lower value will 

also pay to the other an amount in cash 

equal to that difference (the ‘‘Cash 

Amount’’). 

83132 Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 

16The records relating to Bid/Ask Prices will be 

retained by the Fund or its service providers. The 

‘‘Bid/Ask Price’’ is the midpoint of the highest bid 

and lowest offer based upon the National Best Bid 

and Offer as of the time of calculation of the Fund’s 

NAV. The ‘‘National Best Bid and Offer’’ is the 

current national best bid and national best offer as 

disseminated by the Consolidated Quotation 

System or UTP Plan Securities Information 

Processor. The ‘‘Closing Price’’ of Shares is the 

official closing price of the Shares on the Exchange. 

17The ‘‘premium/discount’’ refers to the 

premium or discount to the NAV at the end of a 

trading day and will be calculated based on the last 

Bid/Ask Price or the Closing Price on a given 

trading day. 

18See note 4, supra. Rule 8.601–E (c)(3) provides 

that the website for each series of Active Proxy 

Portfolio Shares shall disclose the information 

regarding the Proxy Portfolio as provided in the 

exemptive relief pursuant to the 1940 Act 

applicable to such series, including the following, 

to the extent applicable: (i) Ticker symbol; (ii) 

CUSIP or other identifier; (iii) Description of 

holding; (iv) Quantity of each security or other asset 

held; and (v) Percentage weighting of the holding 

in the portfolio. 

19See note 7, supra. 20See NYSE Arca Rule 7.12–E. 

The Fund, through the National 

Securities Clearing Corporation 

(‘‘NSCC’’), will make available on each 

Business Day, immediately prior to the 

opening of business on the Exchange 

(9:30 a.m. E.T.), the names and 

quantities of the instruments comprising 

the Creation Basket, as well as the 

estimated Cash Amount (if any), for that 

day. The published Creation Basket will 

apply until a new Creation Basket is 

announced on the following Business 

Day, and there will be no intra-day 

changes to the Creation Basket except to 

correct errors in the published Creation 

Basket. The Portfolio Reference Basket 

will be published each Business Day 

regardless of whether the Fund decides 

to issue or redeem Creation Units 

entirely or in part on a cash basis. 

All orders to purchase Creation Units 

must be placed with the Distributor by 

or through an Authorized Participant, 

which is either: (1) A ‘‘participating 

party’’ (i.e., a broker or other 

participant) in the Continuous Net 

Settlement (‘‘CNS’’) System of the 

NSCC, a clearing agency registered with 

the Commission and affiliated with the 

Depository Trust Company (‘‘DTC’’), or 

(2) a DTC participant, which in any case 

has executed a participant agreement 

with the Distributor and the Transfer 

Agent. 

Orders to purchase or redeem 

Creation Units will be accepted until the 

‘‘Cut-Off Time,’’ generally 4:00 p.m. E.T. 

The date on which an order to purchase 

or redeem Creation Units is received 

and accepted is referred to as the ‘‘Order 

Placement Date.’’ All Creation Unit 

orders must be received by the 

Distributor no later than the Cut-Off 

Time in order to receive the NAV 

determined on the Order Placement 

Date. When the Exchange closes earlier 

than normal, the Fund may require 

orders for Creation Units to be placed 

earlier in the Business Day. 

Availability of Information 

The Fund’s website (https://

www.stancecap.com/), which will be 

publicly available prior to the public 

offering of Shares, will include a form 

of the prospectus for the Fund that may 

be downloaded. The Fund’s website 

will include on a daily basis, per Share 

for the Fund, the prior Business Day’s 

NAV and the ‘‘Closing Price’’ or ‘‘Bid/ 

Ask Price,’’ 16 and a calculation of the 

premium/discount of the Closing Price 

or Bid/Ask Price against such NAV.17

The Adviser has represented that the 

Fund’s website will also provide: (1) 

Any other information regarding 

premiums/discounts as may be required 

for other ETFs under Rule 6c–11 under 

the 1940 Act, as amended, and (2) any 

information regarding the bid/ask 

spread for the Fund as may be required 

for other ETFs under Rule 6c–1 under 

the 1940 Act, as amended. The Fund’s 

website also will disclose the 

information required under Rule 8.601– 

E(c)(3).18 The website and information 

will be publicly available at no charge. 

The Proxy Portfolio holdings for the 

Fund (including the identity and 

quantity of investments in the Portfolio 

Reference Basket) will be publicly 

available on the Fund’s website before 

the commencement of trading in Shares 

on each Business Day. The website will 

also include information relating to the 

Guardrail Amount, as discussed above. 

Typical mutual fund-style annual, 

semi-annual and quarterly disclosures 

contained in the Fund’s Commission 

filings will be provided on the Fund’s 

website on a current basis.19 Thus, the 

Fund will publish the portfolio contents 

of its Actual Portfolio on a periodic 

basis, and no less than 60 days after the 

end of every fiscal quarter. 

Investors can also obtain the Fund’s 

SAI, Shareholder Reports, Form N–CSR, 

N–PORT, and Form N–CEN. The 

prospectus, SAI, and Shareholder 

Reports are available free upon request 

from the Issuer, and those documents 

and the Form N–CSR, N–PORT, and 

Form N–CEN may be viewed on-screen 

or downloaded from the Commission’s 

website. The Exchange also notes that 

pursuant to the Application, the Fund 

must comply with Regulation Fair 

Disclosure, which prohibits selective 

disclosure of any material non-public 

information. 

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, 

ETFs, ETNs, U.S. exchange-traded 

common stocks, preferred stocks, and 

ADRs will be available via the 

Consolidated Tape Association (‘‘CTA’’) 

high-speed line or from the exchange on 

which such securities trade. Price 

information for futures, foreign stocks, 

and cash equivalents is available 

through major market data vendors. 

Intraday pricing information for all 

constituents of the Portfolio Reference 

Basket for the Fund that are exchangetraded, which includes all eligible 

instruments except cash and cash 

equivalents, will be available on the 

exchanges on which they are traded and 

through subscription services. Intraday 

pricing information for cash equivalents 

will be available through subscription 

services and/or pricing services. 

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.20 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 Shares will 

be subject to NYSE Arca Rule 8.601– 

E(d)(2)(D), which sets forth 

circumstances under which Shares of 

the Fund will be halted. 

Specifically, Rule 8.601–E(d)(2)(D) 

provides that the Exchange may 

consider all relevant factors in 

exercising its discretion to halt trading 

in a series of Active Proxy Portfolio 

Shares. Trading may be halted because 

of market conditions or for reasons that, 

in the view of the Exchange, make 

trading in the series of Active Proxy 

Portfolio Shares inadvisable. These may 

include: (a) The extent to which trading 

is not occurring in the securities and/or 

the financial instruments composing the 

Proxy Portfolio and/or Actual Portfolio; 

or (b) whether other unusual conditions 

or circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. If the Exchange 

becomes aware that the NAV, Proxy 

Portfolio, or Actual Portfolio with 

Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 83133 

21FINRA 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. 

22For a list of the current members of ISG, see 

www.isgportal.org. 

respect to a series of Active Proxy 

Portfolio Shares is not disseminated to 

all market participants at the same time, 

the Exchange shall halt trading in such 

series until such time as the NAV, Proxy 

Portfolio, or Actual Portfolio is available 

to all market participants at the same 

time. 

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 in all 

trading sessions in accordance with 

NYSE Arca Rule 7.34–E(a). 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. 

The Shares will conform to the initial 

and continued listing criteria under 

NYSE Arca Rule 8.601–E. The Exchange 

has appropriate rules to facilitate 

trading in the Shares during all trading 

sessions. 

A minimum of 100,000 Shares for the 

Fund will be outstanding at the 

commencement of trading on the 

Exchange. In addition, pursuant to Rule 

8.601–E(d)(1)(B), the Exchange, prior to 

commencement of trading in the Shares, 

will obtain a representation from the 

Adviser that the NAV per Share of the 

Fund will be calculated daily and that 

the NAV, Proxy Portfolio, and the 

Actual Portfolio for the Fund will be 

made available to all market 

participants at the same time. 

With respect to Active Proxy Portfolio 

Shares, all of the Exchange member 

obligations relating to product 

description and prospectus delivery 

requirements will continue to apply in 

accordance with Exchange rules and 

federal securities laws, and the 

Exchange and the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

will continue to monitor Exchange 

members for compliance with such 

requirements. 

Surveillance 

The Exchange represents that trading 

in the Shares will be subject to the 

existing trading surveillances, 

administered by the Exchange, as well 

as cross-market surveillances 

administered by FINRA on behalf of the 

Exchange, which are designed to detect 

violations of Exchange rules and 

applicable federal securities laws.21 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. 

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 underlying 

exchange-traded instruments 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 such securities and 

underlying exchange-traded instruments 

from such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in such 

securities and underlying exchangetraded instruments from markets and 

other entities that are members of ISG or 

with which the Exchange has in place 

a comprehensive surveillance sharing 

agreement.22

The Adviser will make available daily 

to FINRA and the Exchange the Actual 

Portfolio of the Fund, upon request, in 

order to facilitate the performance of the 

surveillances referred to above. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Commentary .03 to NYSE Arca Rule 

8.601–E provides that the Exchange will 

implement and maintain written 

surveillance procedures for Active 

Proxy Portfolio Shares. As part of these 

surveillance procedures, the Investment 

Company’s investment adviser will, 

upon request by the Exchange or 

FINRA, on behalf of the Exchange, make 

available to the Exchange or FINRA the 

daily Actual Portfolio holdings of each 

series of Active Proxy Portfolio Shares. 

The Exchange believes that the ability to 

access the information on an as needed 

basis will provide it with sufficient 

information to perform the necessary 

regulatory functions associated with 

listing and trading series of Active 

Proxy Portfolio Shares on the Exchange, 

including the ability to monitor 

compliance with the initial and 

continued listing requirements as well 

as the ability to surveil for manipulation 

of Active Proxy Portfolio Shares. 

The Exchange will utilize its existing 

procedures to monitor issuer 

compliance with the requirements of 

Rule 8.601–E. For example, the 

Exchange will continue to use intraday 

alerts that will notify Exchange 

personnel of trading activity throughout 

the day that may indicate that unusual 

conditions or circumstances are present 

that could be detrimental to the 

maintenance of a fair and orderly 

market. The Exchange will require from 

the issuer of a series of Active Proxy 

Portfolio Shares, upon initial listing and 

periodically thereafter, a representation 

that it is in compliance with Rule 

8.601–E. The Exchange notes that 

Commentary .01 to Rule 8.601–E 

requires an issuer of Active Proxy 

Portfolio Shares to notify the Exchange 

of any failure to comply with the 

continued listing requirements of Rule 

8.601–E. In addition, the Exchange will 

require issuers to represent that they 

will notify the Exchange of any failure 

to comply with the terms of applicable 

exemptive and no-action relief. As part 

of its surveillance procedures, the 

Exchange will rely on the foregoing 

procedures to become aware of any noncompliance with the requirements of 

Rule 8.601–E. 

With respect to the Fund, 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 on the Exchange. The 

Exchange will obtain a representation 

from the Adviser, prior to 

commencement of trading in the Shares 

of the Fund, 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 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). 

83134 Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 

23 15 U.S.C. 78f(b). 

24 15 U.S.C. 78f(b)(5). 

25The Exchange represents that, for initial and 

continued listing, the Fund will be in compliance 

with Rule 10A–3 under the Act, as provided by 

NYSE Arca Rule 5.3–E. 

26See note 12, supra. 

27See note 4, supra. 

28See note 12, supra. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,23 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,24 in particular, in that it is 

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.25

With respect to the proposed listing 

and trading of Shares of the Fund, the 

Exchange believes that the proposed 

rule change is designed to prevent 

fraudulent and manipulative acts and 

practices in that the Shares will be 

listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Rule 

8.601–E. 

The Fund’s holdings will conform to 

the permissible investments as set forth 

in the Application, and the holdings 

will be consistent with all requirements 

in the Application.26

The Fund’s investments, including 

derivatives, will be consistent with its 

investment objective and will not be 

used to enhance leverage (although 

certain derivatives and other 

investments may result in leverage). 

That is, the Fund’s investments will not 

be used to seek performance that is the 

multiple or inverse multiple (e.g., 2X or 

–3X) of the Fund’s primary broad-based 

securities benchmark index (as defined 

in Form N–1A). 

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares and underlying 

exchange-traded instruments 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 the Shares and 

underlying exchange-traded instruments 

from such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares and underlying exchange-traded 

instruments from markets and other 

entities that are members of ISG or with 

which the Exchange has in place a 

comprehensive surveillance sharing 

agreement. Any foreign common stocks 

held by the Fund will be traded on an 

exchange that is a member of the ISG or 

with which the Exchange has in place 

a comprehensive surveillance sharing 

agreement. 

The daily dissemination of the 

identity and quantity of Proxy Portfolio 

component investments, together with 

the right of Authorized Participants to 

create and redeem each day at the NAV, 

will be sufficient for market participants 

to value and trade Shares in a manner 

that will not lead to significant 

deviations between the Shares’ Bid/Ask 

Price and NAV. 

The Exchange believes that the Fund 

and Active Proxy Portfolio Shares 

generally, will provide investors with a 

greater choice of active portfolio 

managers and active strategies through 

which they can manage their assets in 

an ETF structure. This greater choice of 

active asset management is expected to 

be similar to the diversity of active 

managers and strategies available to 

mutual fund investors. Unlike mutual 

fund investors, investors in Active 

Proxy Portfolio Shares would also 

accrue the benefits derived from the 

ETF structure, such as lower fund costs, 

tax efficiencies, intraday liquidity, and 

pricing that reflects current market 

conditions rather than end-of-day 

pricing. 

The Adviser represents that, unlike 

ETFs that publish their portfolios on a 

daily basis, the Fund, as Active Proxy 

Portfolio Shares, will allow for efficient 

trading of Shares through an effective 

Fund portfolio transparency substitute, 

Proxy Portfolio transparency. The 

Adviser believes that this approach will 

provide an important benefit to 

investors by protecting the Fund from 

the potential for frontrunning of 

portfolio transactions and the potential 

for free-riding on the Fund’s portfolio 

strategies, each of which could 

adversely impact the performance of the 

Fund. 

The Exchange believes that Active 

Proxy Portfolio Shares will provide the 

platform for many more asset managers 

to launch ETFs, increasing the 

investment choices for consumers of 

actively managed funds, which should 

lead to a greater competitive landscape 

that can help to reduce the overall costs 

of active investment management for 

retail investors. Unlike mutual funds, 

Active Proxy Portfolio Shares would be 

able to use the efficient share settlement 

system in place for ETFs today, 

translating into a lower cost of 

maintaining shareholder accounts and 

processing transactions. 

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 Adviser 

that the NAV per Share of the Fund will 

be calculated daily and that the NAV, 

Portfolio Reference Basket, and the 

Actual Portfolio for the Fund will be 

made available to all market 

participants at the same time. Investors 

can obtain the Fund’s SAI, shareholder 

reports, and its Form N–CSR, Form N– 

PORT, and Form N–CEN. The Fund’s 

SAI and shareholder reports will be 

available free upon request from the 

Fund, and those documents and the 

Form N–CSR, Form N–PORT, and Form 

N–CEN may be viewed on-screen or 

downloaded from the Commission’s 

website. In addition, with respect to the 

Fund, a large amount of information 

will be publicly available regarding the 

Fund and the Shares, thereby promoting 

market transparency. Quotation and last 

sale information for the Shares, ETFs, 

ETNs, U.S. exchange-traded common 

stocks, preferred stocks, and ADRs will 

be available via the CTA high-speed line 

or from the exchange on which such 

securities trade. Price information for 

futures, foreign stocks, and cash 

equivalents is available through major 

market data vendors. The website for 

the Fund will include a form of the 

prospectus that may be downloaded, 

and additional data relating to NAV and 

other applicable quantitative 

information, updated on a daily basis. 

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. Trading in the Shares will 

be subject to NYSE Arca Rule 8.601– 

E(d)(2)(D), which sets forth 

circumstances under which Shares of 

the Fund will be halted. In addition, as 

noted above, investors will have ready 

access to the Portfolio Reference Basket 

and quotation and last sale information 

for the Shares. The Proxy Portfolio 

holdings for the Fund (including the 

identity and quantity of investments in 

the Portfolio Reference Basket) will be 

publicly available on the Fund’s website 

before the commencement of trading in 

Shares on each Business Day. The 

Shares will conform to the initial and 

continued listing criteria under Rule 

8.601–E.27

The Fund’s holdings will conform to 

the permissible investments as set forth 

in the Application and the holdings will 

be consistent with all requirements in 

the Application.28 Any foreign common 

stocks held by the Fund will be traded 

Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 83135 

29 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 89197 

(June 30, 2020), 85 FR 40720. 

on an exchange that is a member of the 

ISG or with which the Exchange has in 

place a comprehensive surveillance 

sharing agreement. 

The components of the Fund’s Actual 

Portfolio will (a) be listed on an 

exchange and the primary trading 

session of such exchange will trade 

synchronously with the Exchange’s Core 

Trading Session, as defined in Rule 

7.34–E(a); (b) with respect to exchangetraded futures, be listed on a U.S. 

futures exchange; or (c) consist of cash 

and cash equivalents. 

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 activelymanaged exchange-traded product that 

will enhance competition among market 

participants, to the benefit of investors 

and the marketplace. The Exchange will 

obtain a representation from the 

Adviser, prior to commencement of 

trading in the Shares of the Fund, 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 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). 

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 comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding 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 purposes of the Act. The 

Exchange believes the proposed rule 

change would permit listing and trading 

of another type of actively-managed ETF 

that has characteristics different from 

existing actively-managed and index 

ETFs and would introduce additional 

competition among various ETF 

products to the benefit of investors. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or up to 90 days (i) as the 

Commission may designate if it finds 

such longer period to be appropriate 

and publishes its reasons for so finding 

or (ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2020–104 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–2020–104. 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–2020–104 and 

should be submitted on or before 

January 11, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28013 Filed 12–18–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90672; File No. SR– 

NYSEArca–2020–56] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Designation of a 

Longer Period for Commission Action 

on Proceedings To Determine Whether 

To Approve or Disapprove a Proposed 

Rule Change To Amend NYSE Arca 

Rules 5.2–E(j)(3), 5.2–E(j)(8), 5.5– 

E(g)(2), 8.600–E, and 8.900–E 

December 15, 2020. 

On June 18, 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’’ or 

‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend certain listing requirements 

relating to maintaining a minimum 

number of beneficial holders and 

minimum number of shares 

outstanding. The proposed rule change 

was published for comment in the 

Federal Register on July 7, 2020.3 On 

August 17, 2020, pursuant to Section