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Federal Register / Vol. 86, No. 43 / Monday, March 8, 2021 / Notices
Commission takes such action, the Commission will institute proceedings to determine whether the proposed rule change should be approved or disapproved.

FR Doc. 202104677 Filed 3521; 8:45 am
IV. Solicitation of Comments
BILLING CODE 801101P

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 Commissions internet comment form http www.sec.gov/
rules/sro.shtml; or Send an email to rule-comments@
sec.gov. Please include File Number SRCboeBZX2021017 on the subject line.
Paper Comments
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Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 205491090.
All submissions should refer to File Number SRCboeBZX-2021017. 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 Commissions 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 Commissions 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;
the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR
CboeBZX2021017 and should be submitted on or before March 29, 2021.

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For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17
J. Matthew DeLesDernier, Assistant Secretary.

SECURITIES AND EXCHANGE
COMMISSION
Release No. 3491236; File No. SR
NYSEArca202056

Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Disapproving a Proposed Rule Change To Amend NYSE Arca Rules 5.2Ej3, 5.2
Ej8, 5.5Eg2, 8.600E, and 8.900
E March 2, 2021.

I. Introduction On June 18, 2020, NYSE Arca, Inc.
Exchange or NYSE Arca filed with the Securities and Exchange Commission Commission, pursuant to Section 19b1 of the Securities Exchange Act of 1934 Exchange Act 1 and Rule 19b4 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 19b2 of the Exchange 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 October 2, 2020, the Commission instituted proceedings to determine whether to approve or disapprove the proposed rule change.6 On December 15, 2020, the Commission designated a longer period for Commission action on the proposed rule change.7 The Commission received one comment letter on the proposed rule change.8
17 17

CFR 200.303a12.
U.S.C. 78sb1.
2 17 CFR 240.19b4.
3 See Securities Exchange Act Release No. 89197
June 30, 2020, 85 FR 40720 Notice.
4 15 U.S.C. 78sb2.
5 See Securities Exchange Act Release No. 89584, 85 FR 51817 Aug. 21, 2020.
6 See Securities Exchange Act Release No. 90075, 85 FR 63597 Oct. 8, 2020 OIP.
7 See Securities Exchange Act Release No. 90672, 85 FR 83135 Dec. 21, 2020.
8 The comment on the proposed rule change can be found on the Commissions website at: https
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This order disapproves the proposed rule change because, as discussed below, NYSE Arca has not met its burden under the Exchange Act and the Commissions Rules of Practice to demonstrate that its proposal is consistent with the requirements of Exchange Act Section 6b5, and, in particular, the requirement that the rules of a national securities exchange be designed to prevent fraudulent and manipulative acts and practices and to protect investors and the public interest. 9
II. Description of the Proposal As described in detail in the Notice and OIP, the Exchange proposes to amend the listing standards governing the listing and trading of Investment Company Units, Exchange-Traded Fund Shares, Managed Fund Shares, and Managed Portfolio Shares collectively, Fund Shares.10 Specifically, NYSE
Arca proposes to: 1 Remove the listing requirement that, following the initial twelve-month period after commencement of trading of a series of Fund Shares on the Exchange, such series have at least 50 beneficial holders Beneficial Holders Rule; and 2
replace the existing minimum number of shares requirements Minimum Shares Outstanding Rules 11 with a requirement that a series of Fund Shares have at least one creation unit outstanding on an initial and continued listing basis.12
The Exchange states that Beneficial Holders Rule as it pertains to Fund Shares listed on NYSE Arca is no longer necessary. The Exchange contends that the requirements of Rule 6c11 under the 1940 Act and, in particular, the website disclosure requirements of Rule www.sec.gov/comments/sr-nysearca-2020-56/
srnysearca202056-8163217-226939.pdf.
9 15 U.S.C. 78fb5.
10 See NYSE Arca Rules 5.2Ej3 and 5.5
Eg2 Investment Company Units; 5.2Ej8
Exchange-Traded Fund Shares; 8.600E Managed Fund Shares; and 8.900E Managed Portfolio Shares.
11 See Commentary .01d to NYSE Arca Rule 5.2
Ej3 requiring a minimum of 100,000 shares of a series of Investment Company Units to be outstanding at commencement of trading; NYSE
Arca Rule 5.2Ej8e1A requiring the Exchange to establish a minimum number of Exchange-Traded Fund Shares to be outstanding at the time of commencement of trading; NYSE Arca Rule 8.600Ed1A requiring the Exchange to establish a minimum number of Managed Fund Shares to be outstanding at the time of commencement of trading; and NYSE Arca Rule 8.900Ed1A requiring the Exchange to establish a minimum number of Managed Portfolio Shares to be outstanding at the time of commencement of trading.
12 The Exchange represents that the term creation unit would have the same meaning as defined in Rule 6c11a1 under the Investment Company Act of 1940 1940 Act.

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