Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Allow the Franklin Liberty International Aggregate Bond Fund To Hold Certain Instruments in a Manner That May Not Comply With the Generic Listing Requirements of Rule 14.11(i), 12639-12644 [2020-04285]
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Federal Register / Vol. 85, No. 42 / Tuesday, March 3, 2020 / Notices
of the Act 13 and Rule 19b–4(f)(6)
thereunder.14
A proposed rule change filed under
Rule 19b–4(f)(6)15 normally does not
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b–4(f)(6)(iii),16 the
Commission may designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposed
rule change may become operative
immediately. The Exchange notes that
waiver of the operative delay will allow
Nasdaq to exercise immediately the
same flexibility to make certain order
types available or unavailable as BZX
Options, EDGX Options, Cboe, and C2.
The Exchange states that this flexibility
would serve to protect investors and the
public interest by mitigating risks
associated with changing market
conditions. Based on the foregoing, the
Commission believes that waiving the
30-day operative delay is consistent
with the protection of investors and the
public interest, and the Commission
hereby waives the 30-day operative
delay and designates the proposal
operative upon filing.17
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
13 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the Exchange to give the
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
15 17 CFR 240.19b–4(f)(6).
16 17 CFR 240.19b–4(f)(6)(iii).
17 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
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14 17
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Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2020–009 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–NASDAQ–2020–009. 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 (https://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
offices 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–NASDAQ–2020–009, and
should be submitted on or before March
24, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–04288 Filed 3–2–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88283; File No. SR–
CboeBZX–2020–018]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Allow the
Franklin Liberty International
Aggregate Bond Fund To Hold Certain
Instruments in a Manner That May Not
Comply With the Generic Listing
Requirements of Rule 14.11(i)
February 26, 2020.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on February
13, 2020, Cboe BZX Exchange, Inc.
(‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. 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
Cboe BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) is filing with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
to allow the Franklin Liberty
International Aggregate Bond Fund (the
‘‘Fund’’) of the Franklin Templeton ETF
Trust (the ‘‘Trust’’) to hold certain
instruments in a manner that may not
comply with Rule 14.11(i) (‘‘Managed
Fund Shares’’).
The text of the proposed rule change
is also available on the Exchange’s
website (https://markets.cboe.com/us/
equities/regulation/rule_filings/bzx/), at
the Exchange’s Office of the Secretary,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
1 15
18 17
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CFR 200.30–3(a)(12).
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12639
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Federal Register / Vol. 85, No. 42 / Tuesday, March 3, 2020 / Notices
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
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1. Purpose
The shares of the Fund (the ‘‘Shares’’)
are currently listed and traded on the
Exchange pursuant to the generic listing
standards applicable to Managed Fund
Shares under Rule 14.11(i) (the ‘‘Generic
Listing Standards’’) and began trading
on June 1, 2018. While the Fund
currently meets all of the Generic
Listing Standards, Franklin Templeton
Investment Management Limited, the
Fund’s investment adviser (the
‘‘Adviser’’), and Franklin Advisers, Inc.,
the Fund’s sub-adviser (the ‘‘SubAdviser’’ and collectively with the
Adviser, the ‘‘Advisers’’) would like to
increase the flexibility of the Fund’s
holdings in a way that might not meet
such requirements. As such, the
Exchange submits this proposal in order
to allow the Shares to continue listing
and trading on the Exchange while
holding over-the-counter (‘‘OTC’’)
Currency Derivatives, as defined below,
in a manner that may not comply with
Exchange Rule 14.11(i)(4)(C)(v) 3 of the
Generic Listing Standards.
The Shares are offered by the Franklin
Templeton ETF Trust, which was
established as a Delaware statutory trust
on October 9, 2015. Franklin Templeton
Investment Management Limited acts as
adviser to the Fund. Franklin Advisers,
Inc. acts as sub-adviser to the Fund. The
Trust is registered with the Commission
as an investment company and has filed
a registration statement on Form N–1A
(‘‘Registration Statement’’) with the
Commission on behalf of the Fund.4
Exchange Rule 14.11(i)(7) provides
that, if the investment adviser to the
investment company issuing Managed
Fund Shares is affiliated with a brokerdealer, such investment adviser shall
erect and maintain a ‘‘fire wall’’
between the investment adviser and the
3 Rule 14.11(i)(4)(C)(v) provides that a fund’s
portfolio may, on both an initial and continuing
basis, hold OTC derivatives, including forwards,
options, and swaps on commodities, currencies and
financial instruments (e.g., stocks, fixed income,
interest rates, and volatility) or a basket or index of
any of the foregoing, however the aggregate gross
notional value of OTC derivatives shall not exceed
20% of the weight of the portfolio (including gross
notional exposures).
4 See Registration Statement for the Trust (File
Nos. 333–208873 and 811–23124). The Exchange
notes that the Trust will file a Form 497
Supplement to its Registration Statement in
connection with the proposed changes contained
herein.
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broker-dealer with respect to access to
information concerning the composition
and/or changes to such investment
company portfolio.5 In addition,
Exchange Rule 14.11(i)(7) further
requires that personnel who make
decisions on the investment company’s
portfolio composition must be subject to
procedures designed to prevent the use
and dissemination of material
nonpublic information regarding the
applicable investment company
portfolio. The Exchange notes that the
Advisers are not registered as brokerdealers but are affiliated with a brokerdealer and have implemented and will
maintain a fire wall with respect to such
broker-dealer affiliate regarding access
to information concerning the
composition and/or changes to the
portfolio. In addition, Adviser personnel
who make decisions regarding the
Fund’s portfolio are subject to
procedures designed to prevent the use
and dissemination of material
nonpublic information regarding the
Fund’s portfolio. In the event that (a) the
Adviser or the Sub-Adviser becomes
registered as a broker-dealer or newly
affiliated with a broker-dealer, or (b) any
new adviser or sub-adviser is a
registered broker-dealer or becomes
affiliated with a broker-dealer, it will
implement and maintain a fire wall with
respect to its relevant personnel or such
broker-dealer affiliate, as applicable,
regarding access to information
concerning the composition and/or
changes to the portfolio, and will be
subject to procedures designed to
prevent the use and dissemination of
material non-public information
regarding such portfolio.
5 An 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 its related personnel are
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
violation, 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.
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The Fund intends to qualify each year
as a regulated investment company
under Subchapter M of the Internal
Revenue Code of 1986, as amended.
While the Fund seeks to hold both
exchange-listed derivatives and OTC
derivatives, it does not seek an
exemption for its holdings in exchangelisted derivatives under Rule
14.11(i)(4)(C)(iv). Specifically, the
Exchange submits this proposal in order
to allow the Fund to hold only OTC
Currency Derivatives, as defined below,
in a manner that does not comply with
Exchange Rule 14.11(i)(4)(C)(v).6
Otherwise, the Fund will comply with
all other listing requirements on an
initial and continued listing basis under
the Generic Listings Standards.
Franklin Liberty International Aggregate
Bond Fund
As set forth in the Registration
Statement, the Fund is an actively
managed exchange-traded fund that will
seek total investment return consisting
of a combination of interest income and
capital appreciation. When choosing
investments for the Fund, the Advisers
allocate the Fund’s assets based upon
their assessment of changing market,
political and economic conditions. The
Advisers consider various factors,
including evaluation of interest rates,
currency exchange rate changes and
credit risks.
The Fund seeks to achieve its
investment objective by investing, under
Normal Market Conditions,7 at least
80% of its net assets in bonds 8 and
investments that provide exposure to
bonds.9 The Fund invests
predominantly in fixed and floating-rate
6 In particular, the Fund may not meet the
requirement under Exchange Rule 14.11(i)(4)(C)(v)
that the aggregate gross notional value of OTC
currency derivatives shall not exceed 20% of the
weight of the portfolio (including gross notional
exposures).
7 The term ‘‘Normal Market Conditions’’ includes,
but is not limited to, the absence of trading halts
in the applicable financial markets generally;
operational issues causing dissemination of
inaccurate market information or system failures; or
force majeure type events such as natural or manmade disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption, or any similar
intervening circumstance. In response to adverse
market, economic, political, or other conditions, the
Fund reserves the right to invest in U.S. government
securities, other money market instruments (as
defined below), and cash, without limitation, as
determined by the Advisers. In the event the Fund
engages in these temporary defensive strategies that
are inconsistent with its investment strategies, the
Fund’s ability to achieve its investment objectives
may be limited.
8 For purposes of this proposal, the term ‘‘bonds’’
include debt obligations of any maturity, such as
bonds, notes, bills and debentures.
9 As noted in the Fund’s prospectus, derivatives
that provide exposure to bonds may be used to
satisfy the Fund’s 80% policy.
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lotter on DSKBCFDHB2PROD with NOTICES
bonds issued by governments,
government agencies and governmentalrelated or corporate issuers located
outside the U.S. The Fund may also
invest in securities or structured
products that are linked to or derive
their value from another security, asset
or currency of any nation. The Fund
may invest in debt securities of any
maturity or duration. Although the
Fund may buy bonds rated in any
category, including securities in default,
it focuses on ‘‘investment grade’’
bonds.10 The Fund may only invest up
to 20% of its total assets in bonds that
are rated below investment grade or, if
unrated, determined by the Advisers to
be of comparable quality.
Currently, under Normal Market
Conditions, the Fund holds only the
following instruments:
• Fixed income instruments; 11
• Cash and Cash Equivalents; 12
• Exchange-listed currency futures;
• Interest rate/bond futures;
• Equity securities and investments
including convertible securities,
preferred stock, warrants, and rights;
• Depository receipts;
• Securities of other investment
companies, including ETFs;
• Deliverable currency forwards;
• Non-deliverable currency forwards;
and
10 ‘‘Investment grade’’ bonds refer to issues rated
in the top four rating categories at the time of
purchase by at least one independent rating agency,
such as Standard & Poor’s (S&P®) or Moody’s
Investors Service (Moody’s) or, if unrated,
determined by the Fund’s Advisers to be of
comparable quality.
11 As provided in Rule 14.11(i)(4)(C)(ii), the term
‘‘fixed income’’ securities are debt securities that
are notes, bonds, debentures, or evidence of
indebtedness that include, but are not limited to,
U.S. Department of Treasury securities (‘‘Treasury
Securities’’), government-sponsored entity
securities (‘‘GSE Securities’’), municipal securities,
trust preferred securities, supranational debt and
debt of a foreign country or a subdivision thereof,
investment grade and high yield corporate debt,
bank loans, mortgage and asset backed securities,
and commercial paper. To the extent that a portfolio
includes convertible securities, the fixed income
security into which such security is converted shall
meet the criteria of Rule 14.11(i)(4)(C)(ii) after
converting.
12 As defined in Exchange Rule
14.11(i)(4)(C)(iii)(b), Cash Equivalents are shortterm instruments with maturities of less than three
months, which includes only the following: (i) U.S.
Government securities, including bills, notes, and
bonds differing as to maturity and rates of interest,
which are either issued or guaranteed by the U.S.
Treasury or by U.S. Government agencies or
instrumentalities; (ii) certificates of deposit issued
against funds deposited in a bank or savings and
loan association; (iii) bankers acceptances, which
are short-term credit instruments used to finance
commercial transactions; (iv) repurchase
agreements and reverse repurchase agreements; (v)
bank time deposits, which are monies kept on
deposit with banks or savings and loan associations
for a stated period of time at a fixed rate of interest;
(vi) commercial paper, which are short-term
unsecured promissory notes; and (vii) money
market funds.
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• OTC interest rate swap agreements.
As stated previously, the Fund’s
holdings set forth above meet all of the
generic listing standards of rule
14.11(i)(4)(C)(v). Thus, the OTC interest
rate swap agreements noted above will
not exceed 20% of the weight of the
portfolio (including gross notional
exposures).
However, the Advisers now seek to
manage the Fund’s currency risk by
hedging substantially all of the Fund’s
foreign currency exposure in its
portfolio (the ‘‘Currency Hedge’’), up to
a 100% hedge.13 Under Normal Market
Conditions,14 the Fund will primarily
achieve the Currency Hedge by using
OTC deliverable and non-deliverable
currency forwards and exchange-listed
currency futures. In certain conditions,
the Fund may also achieve the Currency
Hedge by using exchange-listed
currency options, including exchangelisted and OTC options on currency
futures, OTC synthetic non-deliverable
currency forwards, currency swaps, and
OTC currency options (collectively,
with OTC deliverable and nondeliverable currency forwards and
exchange-listed currency futures,
referred to as the ‘‘Currency
Derivatives’’).
As noted above, all of the Fund’s
holdings will meet the Generic Listing
Standards with the exception of its
holdings in OTC Currency Derivatives,
which may not meet the requirement
under Rule 14.11(i)(4)(C)(v) that
prevents the aggregate gross notional
value of OTC derivatives from
exceeding 20% of the weight of the
portfolio (including gross notional
exposures).
Precedent and Policy Discussion
As described above, the Fund will
meet all of the Generic Listing
Standards except as it may relate to its
holdings in OTC Currency Derivatives,
which will be used, in conjunction with
its holdings in exchange-listed Currency
Derivatives, to achieve its Currency
Hedge.15 The Exchange believes that
this proposal does not raise any
substantive issues for the Commission
13 The Fund expects to primarily invest its net
assets in fixed and floating-rate bonds issued by
governments, government agencies and
governmental-related or corporate issuers located
outside the U.S. The Fund expects that the gross
notional value of the Currency Hedge would be
equal to the value of the unhedged currency
exposure associated with its primary holdings,
which would be approximately 50% of the weight
of the portfolio (including gross notional
exposures).
14 See Exchange Rule 14.11(i)(3)(E).
15 The Exchange notes that the Fund’s holdings in
exchange-listed derivatives will meet the
requirements set forth in Exchange Rule
14.11(i)(4)(C)(iv).
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12641
to review because there are numerous
instances in which the Commission has
approved the listing and trading of
series of Managed Fund Shares that
employ substantially similar hedging
strategies,16 especially when compared
to the Hedged ADR Approval Order.
Specifically, the Hedged ADR Approval
Order approved the listing and trading
of eighteen series of Managed Fund
Shares (the ‘‘Hedged ADR Funds’’), each
of which consisted of only two
components: (i) A single ADR; and (ii)
OTC currency swaps used to hedge
against fluctuations in the exchange rate
between the U.S. dollar and the local
currency of the foreign security
underlying the ADR. In addition to not
meeting Rule 14.11(i)(4)(C)(v) related to
the OTC derivatives used to hedge
currency exposure, each series of the
Hedged ADR Funds also did not meet
the concentration 17 and diversity 18
requirements related to their respective
equity holdings. Stated another way, the
Fund is proposing to implement a
Currency Hedge using similar
instruments as the Hedged ADR Funds,
but does not require the additional relief
from the fixed income concentration 19
and diversity 20 requirements holdings
portion of the Generic Listing Standards
that was necessary (as it pertained to
equity holdings) for the Hedged ADR
Funds to list and trade. While the Fund
intends to use primarily OTC
deliverable and non-deliverable
currency forwards and exchange-listed
currency futures to hedge its currency
16 See Securities Exchange Act Release Nos.
84143 (September 14, 2018), 83 FR 47659
(September 20, 2018) (SR–CboeBZX–2018–019)
(order approving the listing and trading of eighteen
series of Managed Fund Shares that allowed each
series to hedge its foreign equity position with up
to 50% gross notional exposure to OTC currency
swaps) (the ‘‘Hedged ADR Approval Order’’); 85474
(March 29, 2019), 84 FR 13371 (April 4, 2019) (SR–
CboeBZX–2019–019); 84818 (December 13, 2018),
83 FR 65189 (December 19, 2018) (SR–NYSEArca–
2018–75) (order approving the listing and trading of
a series of Managed Fund Shares that may hold up
to 50% of the aggregate gross notional value of the
fund’s portfolio in OTC derivatives for the purpose
of reducing currency, interest rate, credit, or
duration risk, in addition to allowing the fund to
hold an additional 20% of non-hedging OTC
derivatives); 82591 (January 26, 2018) 83 FR 4707
(February 1, 2018) (SR–BatsBZX–2017–54) (the
‘‘Inflation Hedged Fund’’) (order approving the
listing and trading of a series of Managed Fund
Shares that could gain up to 50% gross notional
exposure to OTC derivatives in order to hedge
against inflation in the fund’s portfolio); and 83363
(June 1, 2018), 83 FR 26531 (June 7, 2018) (SR–
CboeBZX–2018–036) (notice of filing and
immediate effectiveness of a proposal to allow the
Inflation Hedged Fund to increase its potential
exposure to OTC derivative instruments from 50%
to 60% of the fund’s gross notional value).
17 See Rule 14.11(i)(4)(C)(i)(a)(3).
18 See Rule 14.11(i)(4)(C)(i)(a)(4).
19 See Rule 14.11(i)(4)(C)(ii)(c).
20 See Rule 14.11(i)(4)(C)(ii)(d).
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Federal Register / Vol. 85, No. 42 / Tuesday, March 3, 2020 / Notices
risk rather than currency swaps, the
policy concerns surrounding the fact
that the Fund will not meet Rule
14.11(i)(4)(C)(v) are the same, and those
concerns are mitigated for the same
reasons, as discussed below.
The Exchange believes that, while the
portfolio of the Fund might not meet
Rule 14.11(i)(4)(C)(v), the policy issues
that the rule is intended to address are
otherwise mitigated by the structure and
purpose of the Currency Hedge within
the Fund.21 Specifically, the Exchange
believes that the policy issues that Rule
14.11(i)(4)(C)(v) is intended to address
are mitigated by the way that the Fund
will use OTC Currency Derivatives. The
rule is intended to mitigate concerns
around the manipulability of a
particular underlying reference asset or
derivatives contract. While the Currency
Hedge positions taken by the Fund may
not meet the Generic Listing Standards
related to OTC derivatives holdings, the
policy concerns about limiting exposure
to potentially manipulable underlying
reference assets that the Generic Listing
Standards are intended to address are
otherwise mitigated by the liquidity in
the underlying spot currency market
that prevents manipulation of the
reference prices used by the Currency
Hedge.22 The Fund will attempt to limit
counterparty risk in OTC derivatives by:
(i) Entering into such contracts only
with counterparties the Advisers believe
are creditworthy; (ii) limiting the Fund’s
exposure to each counterparty; and (iii)
monitoring the creditworthiness of each
counterparty and the Fund’s exposure to
each counterparty on an ongoing basis.
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Availability of Information
As noted above, the Fund will each
comply with the requirements for
Managed Fund Shares related to
Disclosed Portfolio, Net Asset Value,
and the Intraday Indicative Value.
Additionally, the intra-day, closing and
settlement prices of the component
fixed income securities will be readily
available from the securities exchanges
on which such securities are traded, as
well as published or other public
sources, or online information services
such as Bloomberg or Reuters. Intraday
price quotations on the OTC Currency
Derivatives are available from major
broker-dealer firms and from third21 As described above, the Fund expects to invest
in excess of 80% of its net assets in bonds and
investments that provide exposure to bonds in a
manner that will comply with the Generic Listing
Standards.
22 Based on statistics reported by the Bank for
International Settlements, there is significant
liquidity in the spot market. See ‘‘Turnover of OTC
foreign exchange instruments, by currency’’
available at: https://stats.bis.org/statx/srs/table/
d11.3.
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17:19 Mar 02, 2020
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parties, which may provide prices free
with a time delay or in real-time for a
paid fee. Price information for cash
equivalents will be available from major
market data vendors. The Fund’s
Disclosed Portfolio will be available on
the issuer’s website (https://
www.franklintempleton.com/) free of
charge. The Fund’s website will include
the prospectus and additional
information related to NAV and other
applicable quantitative information.
Information regarding market price and
trading volume of the Shares will be
continuously available throughout the
day on brokers’ computer screens and
other electronic services. Information
regarding the previous day’s closing
price and trading volume for the Shares
will be published daily in the financial
section of newspapers. Trading in the
Shares may be halted for market
conditions or for reasons that, in the
view of the Exchange, make trading
inadvisable. 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. The Exchange has
appropriate rules to facilitate trading in
the shares during all trading sessions.
Surveillance
The Exchange believes that its
surveillance procedures are adequate to
properly monitor the trading of the
Fund on the Exchange during all trading
sessions and to deter and detect
violations of Exchange rules and the
applicable federal securities laws.
Trading of the Fund through the
Exchange will continue to be subject to
the Exchange’s surveillance procedures
for derivative products, including
Managed Fund Shares. 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 surveil for
compliance with the continued listing
requirements. If the Fund is not in
compliance with the applicable listing
requirements, the Exchange will
commence delisting proceedings under
Rule 14.12. The Exchange may obtain
information regarding trading in the
Fund via the ISG, from other exchanges
that are members or affiliates of the ISG,
or with which the Exchange has entered
into a comprehensive surveillance
sharing agreement. Additionally, the
Exchange or FINRA, on behalf of the
Exchange, are able to access, as needed,
trade information for certain fixed
income instruments reported to TRACE.
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2. Statutory Basis
The Exchange believes that the
proposal is consistent with Section 6(b)
of the Act 23 in general and 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 foster cooperation and
coordination with persons engaged in
facilitating transactions in securities, to
remove impediments to and perfect the
mechanism of a free and open market
and a national market system and, in
general, to protect investors and the
public interest. Specifically, the
Exchange believes that the proposal is
consistent with Rule 6(b)(5) of the Act
in that is designed to prevent fraudulent
and manipulative acts and practices
because the policy concerns about
limiting exposure to potentially
manipulable underlying reference assets
that the Generic Listing Standards are
intended to address, specifically Rule
14.11(i)(4)(C)(v) related to OTC
holdings, are otherwise mitigated by the
liquidity in the underlying spot
currency market that prevents
manipulation of the reference prices
used by the Currency Hedge.
Specifically, the Exchange believes that
the policy issues that Rule
14.11(i)(4)(C)(v) is intended to address
are mitigated by the way that the Fund
will use OTC Currency Derivatives. The
rule is intended to mitigate concerns
around the manipulability of a
particular underlying reference asset or
derivatives contract. As noted above,
while the Currency Hedge positions that
might be taken by the Fund may not
meet the Generic Listing Standards
related to OTC derivatives holdings, the
policy concerns about limiting exposure
to potentially manipulable underlying
reference assets that the Generic Listing
Standards are intended to address are
otherwise mitigated by the liquidity in
the underlying spot currency market
that prevents manipulation of the
reference prices used by the Currency
Hedge. The Fund will attempt to limit
counterparty risk in OTC derivatives by:
(i) Entering into such contracts only
with counterparties the Advisers believe
are creditworthy; (ii) limiting the Fund’s
exposure to each counterparty; and (iii)
monitoring the creditworthiness of each
counterparty and the Fund’s exposure to
each counterparty on an ongoing basis.
The Exchange also notes that there are
numerous instances in which the
Commission has approved the listing
and trading of series of Managed Fund
23 15
24 15
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Shares that employ nearly identical or
substantially similar hedging
strategies.25 Specifically, the Hedged
ADR Approval Order approved the
listing and trading the Hedged ADR
Funds, each of which consisted of only
two components: (i) A single ADR; and
(ii) OTC currency swaps used to hedge
against fluctuations in the exchange rate
between the U.S. dollar and the local
currency of the foreign security
underlying the ADR. In addition to not
meeting Rule 14.11(i)(4)(C)(v) related to
the OTC currency swaps used to hedge
currency exposure, each series of the
Hedged ADR Funds also did not meet
the concentration 26 and diversity 27
requirements related to their respective
equity holdings. Stated another way, the
Fund is proposing to implement a
Currency Hedge using similar
instruments as the Hedged ADR Funds,
but do not require the additional relief
from the fixed income concentration 28
and diversity 29 requirements holdings
portion of the Generic Listing Standards
that was necessary (as it pertained to
equity holdings) for the Hedged ADR
Funds to list and trade.
The Exchange believes that its
surveillance procedures are adequate to
properly monitor the trading of the
Fund on the Exchange during all trading
sessions and to deter and detect
violations of Exchange rules and the
applicable federal securities laws.
Trading of the Fund through the
Exchange will be subject to the
Exchange’s surveillance procedures for
derivative products, including Managed
25 See Securities Exchange Act Release Nos.
84143 (September 14, 2018), 83 FR 47659
(September 20, 2018) (SR–CboeBZX–2018–019)
(order approving the listing and trading of eighteen
series of Managed Fund Shares that allowed each
series to hedge its foreign equity position with up
to 50% gross notional exposure to OTC currency
swaps) (the ‘‘Hedged ADR Approval Order’’); 84818
(December 13, 2018), 83 FR 65189 (December 19,
2018) (SR–NYSEArca–2018–75) (order approving
the listing and trading of a series of Managed Fund
Shares that may hold up to 50% of the aggregate
gross notional value of the fund’s portfolio in OTC
derivatives for the purpose of reducing currency,
interest rate, credit, or duration risk, in addition to
allowing the fund to hold an additional 20% of
non-hedging OTC derivatives); 82591 (January 26,
2018) 83 FR 4707 (February 1, 2018) (SR–BatsBZX–
2017–54) (the ‘‘Inflation Hedged Fund’’) (order
approving the listing and trading of a series of
Managed Fund Shares that could gain up to 50%
gross notional exposure to OTC derivatives in order
to hedge against inflation in the fund’s portfolio);
and 83363 (June 1, 2018), 83 FR 26531 (June 7,
2018) (SR–CboeBZX–2018–036) (notice of filing and
immediate effectiveness of a proposal to allow the
Inflation Hedged Fund to move increase its
potential exposure to OTC derivative instruments
from 50% to 60% of the fund’s gross notional
value).
26 See Rule 14.11(i)(4)(C)(i)(a)(3).
27 See Rule 14.11(i)(4)(C)(i)(a)(4).
28 See Rule 14.11(i)(4)(C)(ii)(c).
29 See Rule 14.11(i)(4)(C)(ii)(d).
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17:19 Mar 02, 2020
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Fund Shares. All statements and
representations made in this filing
regarding the description of the
portfolio or reference assets, limitations
on portfolio holdings or reference assets,
dissemination and availability of
reference assets and intraday indicative
values, and the applicability of
Exchange listing rules specified in this
filing shall constitute continued listing
requirements for the Fund. The Trust,
on behalf of the Fund, has represented
to the Exchange that it will advise the
Exchange of any failure by the Fund or
the Shares to comply with the
continued listing requirements, and,
pursuant to its obligations under
Section 19(g)(1) of the Act, the Exchange
will surveil for compliance with the
continued listing requirements. If the
Fund or the Shares are not in
compliance with the applicable listing
requirements, the Exchange will
commence delisting procedures under
Exchange Rule 14.12.
As described above, the Exchange
may obtain information regarding
trading in the Fund via the ISG, from
other exchanges that are members or
affiliates of the ISG, or with which the
Exchange has entered into a
comprehensive surveillance sharing
agreement. Additionally, the Exchange
or FINRA, on behalf of the Exchange,
are able to access, as needed, trade
information for certain fixed income
instruments reported to TRACE.
For the above reasons, the Exchange
believes that the proposed rule change
is consistent with the requirements of
Section 6(b)(5) of the Act.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purpose of the Act. The Exchange
notes that the proposed rule change will
facilitate the listing and trading of
additional series of Managed Fund
Shares that will enhance competition
among market participants, to the
benefit of investors and the marketplace.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange has neither solicited
nor received written comments on the
proposed rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
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12643
19(b)(3)(A)(iii) of the Act 30 and Rule
19b–4(f)(6) thereunder.31 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
for 30 days from the date on which it
was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 32 and Rule 19b–4(f)(6)
thereunder.33
A proposed rule change filed under
Rule 19b–4(f)(6) 34 normally does not
become operative for 30 days after the
date of the filing. However, pursuant to
Rule 19b–4(f)(6)(iii),35 the Commission
may designate a shorter time if such
action is consistent with the protection
of investors and the public interest. The
Exchange has asked the Commission to
waive the 30-day operative delay to
allow the Fund to fully implement its
Currency Hedge without unnecessary
delay. The Exchange states that the
Fund is proposing to implement a
Currency Hedge using similar
instruments as the Hedged ADR Funds,
and that waiver of the 30-day operative
delay would more quickly facilitate the
Advisers’ ability to fully implement its
Currency Hedge, which would enhance
competition among market participants
to the benefit of investors and the
marketplace. The Commission believes
that the proposal raises no substantive
issues and that therefore waiver of the
30-day operative delay is consistent
with the protection of investors and the
public interest. Accordingly, the
Commission hereby waives the 30-day
operative delay and designates the
proposed rule change operative upon
filing.36
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
30 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
32 15 U.S.C. 78s(b)(3)(A).
33 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the Exchange to give the
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
34 17 CFR 240.19b–4(f)(6).
35 17 CFR 240.19b–4(f)(6)(iii).
36 For purposes only of waiving the operative
delay, the Commission has considered the proposed
rule’s impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
31 17
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action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
submissions should refer to File
Number SR–CboeBZX–2020–018, and
should be submitted on or before March
24, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.37
J. Matthew DeLesDernier,
Assistant Secretary.
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:
[FR Doc. 2020–04285 Filed 3–2–20; 8:45 am]
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeBZX–2020–018 on the subject line.
AGENCY:
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–CboeBZX–2020–018. 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 (https://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
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17:19 Mar 02, 2020
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opportunities. SBA’s guarantee is an
agreement between a surety and SBA
that SBA will assume a certain
percentage of the Surety’s loss should a
contractor default on the underlying
contract.
Curtis Rich,
Management Analyst.
[FR Doc. 2020–04317 Filed 3–2–20; 8:45 am]
BILLING CODE 8026–03–P
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
SMALL BUSINESS ADMINISTRATION
Reporting and Recordkeeping
Requirements Under OMB Review
Small Business Administration.
ACTION: 30-Day notice.
The Small Business
Administration (SBA) is publishing this
notice to comply with requirements of
the Paperwork Reduction Act (PRA)
requires agencies to submit proposed
reporting and recordkeeping
requirements to OMB for review and
approval, and to publish a notice in the
Federal Register notifying the public
that the agency has made such a
submission. This notice also allows an
additional 30 days for public comments.
DATES: Submit comments on or before
April 2, 2020.
ADDRESSES: Comments should refer to
the information collection by name and/
or OMB Control Number and should be
sent to: Agency Clearance Officer, Curtis
Rich, Small Business Administration,
409 3rd Street SW, 5th Floor,
Washington, DC 20416; and SBA Desk
Officer, Office of Information and
Regulatory Affairs, Office of
Management and Budget, New
Executive Office Building, Washington,
DC 20503.
FOR FURTHER INFORMATION CONTACT:
Curtis Rich, Agency Clearance Officer,
(202) 205–7030 curtis.rich@sba.gov.
Copies: A copy of the Form OMB 83–
1, supporting statement, and other
documents submitted to OMB for
review may be obtained from the
Agency Clearance Officer.
SUPPLEMENTARY INFORMATION: Under the
Surety Bond Guarantee (SBG) Program,
SBA guarantees bid, payment, and
performance bonds for small and
emerging contractors who cannot obtain
surety bonds through regular
commercial channels. SBA’s guarantee
gives Sureties an incentive to provide
bonding for small businesses and,
thereby, assists small businesses in
obtaining greater access to contracting
SUMMARY:
37 17
PO 00000
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Frm 00151
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[Disaster Declaration #16300 and #16301;
ARKANSAS Disaster Number AR–00108]
Administrative Declaration of a
Disaster for the State of Arkansas
U.S. Small Business
Administration.
ACTION: Notice.
AGENCY:
This is a notice of an
Administrative declaration of a disaster
for the State of Arkansas dated 02/21/
2020.
Incident: Severe Storms and
Tornadoes.
Incident Period: 01/10/2020 through
01/11/2020.
DATES: Issued on 02/21/2020.
Physical Loan Application Deadline
Date: 04/21/2020.
Economic Injury (EIDL) Loan
Application Deadline Date: 11/23/2020.
ADDRESSES: Submit completed loan
applications to: U.S. Small Business
Administration, Processing and
Disbursement Center, 14925 Kingsport
Road, Fort Worth, TX 76155.
FOR FURTHER INFORMATION CONTACT: A.
Escobar, Office of Disaster Assistance,
U.S. Small Business Administration,
409 3rd Street SW, Suite 6050,
Washington, DC 20416, (202) 205–6734.
SUPPLEMENTARY INFORMATION: Notice is
hereby given that as a result of the
Administrator’s disaster declaration,
applications for disaster loans may be
filed at the address listed above or other
locally announced locations.
The following areas have been
determined to be adversely affected by
the disaster:
Primary Counties: Ashley.
Contiguous Counties:
Arkansas: Bradley, Chicot, Drew,
Union.
Louisiana: Morehouse, Union.
The Interest Rates are:
SUMMARY:
Percent
For Physical Damage:
Homeowners with Credit Available Elsewhere ....................
Homeowners without Credit
Available Elsewhere ............
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1.500
]]>Agencies
[Federal Register Volume 85, Number 42 (Tuesday, March 3, 2020)]
[Notices]
[Pages 12639-12644]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-04285]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88283; File No. SR-CboeBZX-2020-018]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Allow
the Franklin Liberty International Aggregate Bond Fund To Hold Certain
Instruments in a Manner That May Not Comply With the Generic Listing
Requirements of Rule 14.11(i)
February 26, 2020.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on February 13, 2020, Cboe BZX Exchange, Inc. (``Exchange'') filed with
the Securities and Exchange Commission (``Commission'') the proposed
rule change as described in Items I and II below, which Items have been
prepared by the Exchange. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') is filing
with the Securities and Exchange Commission (``Commission'') a proposed
rule change to allow the Franklin Liberty International Aggregate Bond
Fund (the ``Fund'') of the Franklin Templeton ETF Trust (the ``Trust'')
to hold certain instruments in a manner that may not comply with Rule
14.11(i) (``Managed Fund Shares'').
The text of the proposed rule change is also available on the
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set
[[Page 12640]]
forth in sections A, B, and C below, of the most significant aspects of
such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The shares of the Fund (the ``Shares'') are currently listed and
traded on the Exchange pursuant to the generic listing standards
applicable to Managed Fund Shares under Rule 14.11(i) (the ``Generic
Listing Standards'') and began trading on June 1, 2018. While the Fund
currently meets all of the Generic Listing Standards, Franklin
Templeton Investment Management Limited, the Fund's investment adviser
(the ``Adviser''), and Franklin Advisers, Inc., the Fund's sub-adviser
(the ``Sub-Adviser'' and collectively with the Adviser, the
``Advisers'') would like to increase the flexibility of the Fund's
holdings in a way that might not meet such requirements. As such, the
Exchange submits this proposal in order to allow the Shares to continue
listing and trading on the Exchange while holding over-the-counter
(``OTC'') Currency Derivatives, as defined below, in a manner that may
not comply with Exchange Rule 14.11(i)(4)(C)(v) \3\ of the Generic
Listing Standards.
---------------------------------------------------------------------------
\3\ Rule 14.11(i)(4)(C)(v) provides that a fund's portfolio may,
on both an initial and continuing basis, hold OTC derivatives,
including forwards, options, and swaps on commodities, currencies
and financial instruments (e.g., stocks, fixed income, interest
rates, and volatility) or a basket or index of any of the foregoing,
however the aggregate gross notional value of OTC derivatives shall
not exceed 20% of the weight of the portfolio (including gross
notional exposures).
---------------------------------------------------------------------------
The Shares are offered by the Franklin Templeton ETF Trust, which
was established as a Delaware statutory trust on October 9, 2015.
Franklin Templeton Investment Management Limited acts as adviser to the
Fund. Franklin Advisers, Inc. acts as sub-adviser to the Fund. The
Trust is registered with the Commission as an investment company and
has filed a registration statement on Form N-1A (``Registration
Statement'') with the Commission on behalf of the Fund.\4\
---------------------------------------------------------------------------
\4\ See Registration Statement for the Trust (File Nos. 333-
208873 and 811-23124). The Exchange notes that the Trust will file a
Form 497 Supplement to its Registration Statement in connection with
the proposed changes contained herein.
---------------------------------------------------------------------------
Exchange Rule 14.11(i)(7) provides that, if the investment adviser
to the investment company issuing Managed Fund Shares is affiliated
with a broker-dealer, such investment adviser shall erect and maintain
a ``fire wall'' between the investment adviser and the broker-dealer
with respect to access to information concerning the composition and/or
changes to such investment company portfolio.\5\ In addition, Exchange
Rule 14.11(i)(7) further requires that personnel who make decisions on
the investment company's portfolio composition must be subject to
procedures designed to prevent the use and dissemination of material
nonpublic information regarding the applicable investment company
portfolio. The Exchange notes that the Advisers are not registered as
broker-dealers but are affiliated with a broker-dealer and have
implemented and will maintain a fire wall with respect to such broker-
dealer affiliate regarding access to information concerning the
composition and/or changes to the portfolio. In addition, Adviser
personnel who make decisions regarding the Fund's portfolio are subject
to procedures designed to prevent the use and dissemination of material
nonpublic information regarding the Fund's portfolio. In the event that
(a) the Adviser or the Sub-Adviser becomes registered as a broker-
dealer or newly affiliated with a broker-dealer, or (b) any new adviser
or sub-adviser is a registered broker-dealer or becomes affiliated with
a broker-dealer, it will implement and maintain a fire wall with
respect to its relevant personnel or such broker-dealer affiliate, as
applicable, regarding access to information concerning the composition
and/or changes to the portfolio, and will be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding such portfolio.
---------------------------------------------------------------------------
\5\ An 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 its related personnel are
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
violation, 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 Fund intends to qualify each year as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as
amended.
While the Fund seeks to hold both exchange-listed derivatives and
OTC derivatives, it does not seek an exemption for its holdings in
exchange-listed derivatives under Rule 14.11(i)(4)(C)(iv).
Specifically, the Exchange submits this proposal in order to allow the
Fund to hold only OTC Currency Derivatives, as defined below, in a
manner that does not comply with Exchange Rule 14.11(i)(4)(C)(v).\6\
Otherwise, the Fund will comply with all other listing requirements on
an initial and continued listing basis under the Generic Listings
Standards.
---------------------------------------------------------------------------
\6\ In particular, the Fund may not meet the requirement under
Exchange Rule 14.11(i)(4)(C)(v) that the aggregate gross notional
value of OTC currency derivatives shall not exceed 20% of the weight
of the portfolio (including gross notional exposures).
---------------------------------------------------------------------------
Franklin Liberty International Aggregate Bond Fund
As set forth in the Registration Statement, the Fund is an actively
managed exchange-traded fund that will seek total investment return
consisting of a combination of interest income and capital
appreciation. When choosing investments for the Fund, the Advisers
allocate the Fund's assets based upon their assessment of changing
market, political and economic conditions. The Advisers consider
various factors, including evaluation of interest rates, currency
exchange rate changes and credit risks.
The Fund seeks to achieve its investment objective by investing,
under Normal Market Conditions,\7\ at least 80% of its net assets in
bonds \8\ and investments that provide exposure to bonds.\9\ The Fund
invests predominantly in fixed and floating-rate
[[Page 12641]]
bonds issued by governments, government agencies and governmental-
related or corporate issuers located outside the U.S. The Fund may also
invest in securities or structured products that are linked to or
derive their value from another security, asset or currency of any
nation. The Fund may invest in debt securities of any maturity or
duration. Although the Fund may buy bonds rated in any category,
including securities in default, it focuses on ``investment grade''
bonds.\10\ The Fund may only invest up to 20% of its total assets in
bonds that are rated below investment grade or, if unrated, determined
by the Advisers to be of comparable quality.
---------------------------------------------------------------------------
\7\ The term ``Normal Market Conditions'' includes, but is not
limited to, the absence of trading halts in the applicable financial
markets generally; operational issues causing dissemination of
inaccurate market information or system failures; or force majeure
type events such as natural or man-made disaster, act of God, armed
conflict, act of terrorism, riot or labor disruption, or any similar
intervening circumstance. In response to adverse market, economic,
political, or other conditions, the Fund reserves the right to
invest in U.S. government securities, other money market instruments
(as defined below), and cash, without limitation, as determined by
the Advisers. In the event the Fund engages in these temporary
defensive strategies that are inconsistent with its investment
strategies, the Fund's ability to achieve its investment objectives
may be limited.
\8\ For purposes of this proposal, the term ``bonds'' include
debt obligations of any maturity, such as bonds, notes, bills and
debentures.
\9\ As noted in the Fund's prospectus, derivatives that provide
exposure to bonds may be used to satisfy the Fund's 80% policy.
\10\ ``Investment grade'' bonds refer to issues rated in the top
four rating categories at the time of purchase by at least one
independent rating agency, such as Standard & Poor's (S&P[supreg])
or Moody's Investors Service (Moody's) or, if unrated, determined by
the Fund's Advisers to be of comparable quality.
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Currently, under Normal Market Conditions, the Fund holds only the
following instruments:
Fixed income instruments; \11\
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\11\ As provided in Rule 14.11(i)(4)(C)(ii), the term ``fixed
income'' securities are debt securities that are notes, bonds,
debentures, or evidence of indebtedness that include, but are not
limited to, U.S. Department of Treasury securities (``Treasury
Securities''), government-sponsored entity securities (``GSE
Securities''), municipal securities, trust preferred securities,
supranational debt and debt of a foreign country or a subdivision
thereof, investment grade and high yield corporate debt, bank loans,
mortgage and asset backed securities, and commercial paper. To the
extent that a portfolio includes convertible securities, the fixed
income security into which such security is converted shall meet the
criteria of Rule 14.11(i)(4)(C)(ii) after converting.
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Cash and Cash Equivalents; \12\
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\12\ As defined in Exchange Rule 14.11(i)(4)(C)(iii)(b), Cash
Equivalents are short-term instruments with maturities of less than
three months, which includes only the following: (i) U.S. Government
securities, including bills, notes, and bonds differing as to
maturity and rates of interest, which are either issued or
guaranteed by the U.S. Treasury or by U.S. Government agencies or
instrumentalities; (ii) certificates of deposit issued against funds
deposited in a bank or savings and loan association; (iii) bankers
acceptances, which are short-term credit instruments used to finance
commercial transactions; (iv) repurchase agreements and reverse
repurchase agreements; (v) bank time deposits, which are monies kept
on deposit with banks or savings and loan associations for a stated
period of time at a fixed rate of interest; (vi) commercial paper,
which are short-term unsecured promissory notes; and (vii) money
market funds.
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Exchange-listed currency futures;
Interest rate/bond futures;
Equity securities and investments including convertible
securities, preferred stock, warrants, and rights;
Depository receipts;
Securities of other investment companies, including ETFs;
Deliverable currency forwards;
Non-deliverable currency forwards; and
OTC interest rate swap agreements.
As stated previously, the Fund's holdings set forth above meet all
of the generic listing standards of rule 14.11(i)(4)(C)(v). Thus, the
OTC interest rate swap agreements noted above will not exceed 20% of
the weight of the portfolio (including gross notional exposures).
However, the Advisers now seek to manage the Fund's currency risk
by hedging substantially all of the Fund's foreign currency exposure in
its portfolio (the ``Currency Hedge''), up to a 100% hedge.\13\ Under
Normal Market Conditions,\14\ the Fund will primarily achieve the
Currency Hedge by using OTC deliverable and non-deliverable currency
forwards and exchange-listed currency futures. In certain conditions,
the Fund may also achieve the Currency Hedge by using exchange-listed
currency options, including exchange-listed and OTC options on currency
futures, OTC synthetic non-deliverable currency forwards, currency
swaps, and OTC currency options (collectively, with OTC deliverable and
non-deliverable currency forwards and exchange-listed currency futures,
referred to as the ``Currency Derivatives'').
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\13\ The Fund expects to primarily invest its net assets in
fixed and floating-rate bonds issued by governments, government
agencies and governmental-related or corporate issuers located
outside the U.S. The Fund expects that the gross notional value of
the Currency Hedge would be equal to the value of the unhedged
currency exposure associated with its primary holdings, which would
be approximately 50% of the weight of the portfolio (including gross
notional exposures).
\14\ See Exchange Rule 14.11(i)(3)(E).
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As noted above, all of the Fund's holdings will meet the Generic
Listing Standards with the exception of its holdings in OTC Currency
Derivatives, which may not meet the requirement under Rule
14.11(i)(4)(C)(v) that prevents the aggregate gross notional value of
OTC derivatives from exceeding 20% of the weight of the portfolio
(including gross notional exposures).
Precedent and Policy Discussion
As described above, the Fund will meet all of the Generic Listing
Standards except as it may relate to its holdings in OTC Currency
Derivatives, which will be used, in conjunction with its holdings in
exchange-listed Currency Derivatives, to achieve its Currency
Hedge.\15\ The Exchange believes that this proposal does not raise any
substantive issues for the Commission to review because there are
numerous instances in which the Commission has approved the listing and
trading of series of Managed Fund Shares that employ substantially
similar hedging strategies,\16\ especially when compared to the Hedged
ADR Approval Order. Specifically, the Hedged ADR Approval Order
approved the listing and trading of eighteen series of Managed Fund
Shares (the ``Hedged ADR Funds''), each of which consisted of only two
components: (i) A single ADR; and (ii) OTC currency swaps used to hedge
against fluctuations in the exchange rate between the U.S. dollar and
the local currency of the foreign security underlying the ADR. In
addition to not meeting Rule 14.11(i)(4)(C)(v) related to the OTC
derivatives used to hedge currency exposure, each series of the Hedged
ADR Funds also did not meet the concentration \17\ and diversity \18\
requirements related to their respective equity holdings. Stated
another way, the Fund is proposing to implement a Currency Hedge using
similar instruments as the Hedged ADR Funds, but does not require the
additional relief from the fixed income concentration \19\ and
diversity \20\ requirements holdings portion of the Generic Listing
Standards that was necessary (as it pertained to equity holdings) for
the Hedged ADR Funds to list and trade. While the Fund intends to use
primarily OTC deliverable and non-deliverable currency forwards and
exchange-listed currency futures to hedge its currency
[[Page 12642]]
risk rather than currency swaps, the policy concerns surrounding the
fact that the Fund will not meet Rule 14.11(i)(4)(C)(v) are the same,
and those concerns are mitigated for the same reasons, as discussed
below.
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\15\ The Exchange notes that the Fund's holdings in exchange-
listed derivatives will meet the requirements set forth in Exchange
Rule 14.11(i)(4)(C)(iv).
\16\ See Securities Exchange Act Release Nos. 84143 (September
14, 2018), 83 FR 47659 (September 20, 2018) (SR-CboeBZX-2018-019)
(order approving the listing and trading of eighteen series of
Managed Fund Shares that allowed each series to hedge its foreign
equity position with up to 50% gross notional exposure to OTC
currency swaps) (the ``Hedged ADR Approval Order''); 85474 (March
29, 2019), 84 FR 13371 (April 4, 2019) (SR-CboeBZX-2019-019); 84818
(December 13, 2018), 83 FR 65189 (December 19, 2018) (SR-NYSEArca-
2018-75) (order approving the listing and trading of a series of
Managed Fund Shares that may hold up to 50% of the aggregate gross
notional value of the fund's portfolio in OTC derivatives for the
purpose of reducing currency, interest rate, credit, or duration
risk, in addition to allowing the fund to hold an additional 20% of
non-hedging OTC derivatives); 82591 (January 26, 2018) 83 FR 4707
(February 1, 2018) (SR-BatsBZX-2017-54) (the ``Inflation Hedged
Fund'') (order approving the listing and trading of a series of
Managed Fund Shares that could gain up to 50% gross notional
exposure to OTC derivatives in order to hedge against inflation in
the fund's portfolio); and 83363 (June 1, 2018), 83 FR 26531 (June
7, 2018) (SR-CboeBZX-2018-036) (notice of filing and immediate
effectiveness of a proposal to allow the Inflation Hedged Fund to
increase its potential exposure to OTC derivative instruments from
50% to 60% of the fund's gross notional value).
\17\ See Rule 14.11(i)(4)(C)(i)(a)(3).
\18\ See Rule 14.11(i)(4)(C)(i)(a)(4).
\19\ See Rule 14.11(i)(4)(C)(ii)(c).
\20\ See Rule 14.11(i)(4)(C)(ii)(d).
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The Exchange believes that, while the portfolio of the Fund might
not meet Rule 14.11(i)(4)(C)(v), the policy issues that the rule is
intended to address are otherwise mitigated by the structure and
purpose of the Currency Hedge within the Fund.\21\ Specifically, the
Exchange believes that the policy issues that Rule 14.11(i)(4)(C)(v) is
intended to address are mitigated by the way that the Fund will use OTC
Currency Derivatives. The rule is intended to mitigate concerns around
the manipulability of a particular underlying reference asset or
derivatives contract. While the Currency Hedge positions taken by the
Fund may not meet the Generic Listing Standards related to OTC
derivatives holdings, the policy concerns about limiting exposure to
potentially manipulable underlying reference assets that the Generic
Listing Standards are intended to address are otherwise mitigated by
the liquidity in the underlying spot currency market that prevents
manipulation of the reference prices used by the Currency Hedge.\22\
The Fund will attempt to limit counterparty risk in OTC derivatives by:
(i) Entering into such contracts only with counterparties the Advisers
believe are creditworthy; (ii) limiting the Fund's exposure to each
counterparty; and (iii) monitoring the creditworthiness of each
counterparty and the Fund's exposure to each counterparty on an ongoing
basis.
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\21\ As described above, the Fund expects to invest in excess of
80% of its net assets in bonds and investments that provide exposure
to bonds in a manner that will comply with the Generic Listing
Standards.
\22\ Based on statistics reported by the Bank for International
Settlements, there is significant liquidity in the spot market. See
``Turnover of OTC foreign exchange instruments, by currency''
available at: https://stats.bis.org/statx/srs/table/d11.3.
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Availability of Information
As noted above, the Fund will each comply with the requirements for
Managed Fund Shares related to Disclosed Portfolio, Net Asset Value,
and the Intraday Indicative Value. Additionally, the intra-day, closing
and settlement prices of the component fixed income securities will be
readily available from the securities exchanges on which such
securities are traded, as well as published or other public sources, or
online information services such as Bloomberg or Reuters. Intraday
price quotations on the OTC Currency Derivatives are available from
major broker-dealer firms and from third-parties, which may provide
prices free with a time delay or in real-time for a paid fee. Price
information for cash equivalents will be available from major market
data vendors. The Fund's Disclosed Portfolio will be available on the
issuer's website (https://www.franklintempleton.com/) free of charge.
The Fund's website will include the prospectus and additional
information related to NAV and other applicable quantitative
information. Information regarding market price and trading volume of
the Shares will be continuously available throughout the day on
brokers' computer screens and other electronic services. Information
regarding the previous day's closing price and trading volume for the
Shares will be published daily in the financial section of newspapers.
Trading in the Shares may be halted for market conditions or for
reasons that, in the view of the Exchange, make trading inadvisable.
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. The Exchange has
appropriate rules to facilitate trading in the shares during all
trading sessions.
Surveillance
The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Fund on the Exchange during all
trading sessions and to deter and detect violations of Exchange rules
and the applicable federal securities laws. Trading of the Fund through
the Exchange will continue to be subject to the Exchange's surveillance
procedures for derivative products, including Managed Fund Shares. 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 surveil for compliance with the continued
listing requirements. If the Fund is not in compliance with the
applicable listing requirements, the Exchange will commence delisting
proceedings under Rule 14.12. The Exchange may obtain information
regarding trading in the Fund via the ISG, from other exchanges that
are members or affiliates of the ISG, or with which the Exchange has
entered into a comprehensive surveillance sharing agreement.
Additionally, the Exchange or FINRA, on behalf of the Exchange, are
able to access, as needed, trade information for certain fixed income
instruments reported to TRACE.
2. Statutory Basis
The Exchange believes that the proposal is consistent with Section
6(b) of the Act \23\ in general and 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 foster cooperation and coordination with
persons engaged in facilitating transactions in securities, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, to protect investors and the
public interest. Specifically, the Exchange believes that the proposal
is consistent with Rule 6(b)(5) of the Act in that is designed to
prevent fraudulent and manipulative acts and practices because the
policy concerns about limiting exposure to potentially manipulable
underlying reference assets that the Generic Listing Standards are
intended to address, specifically Rule 14.11(i)(4)(C)(v) related to OTC
holdings, are otherwise mitigated by the liquidity in the underlying
spot currency market that prevents manipulation of the reference prices
used by the Currency Hedge. Specifically, the Exchange believes that
the policy issues that Rule 14.11(i)(4)(C)(v) is intended to address
are mitigated by the way that the Fund will use OTC Currency
Derivatives. The rule is intended to mitigate concerns around the
manipulability of a particular underlying reference asset or
derivatives contract. As noted above, while the Currency Hedge
positions that might be taken by the Fund may not meet the Generic
Listing Standards related to OTC derivatives holdings, the policy
concerns about limiting exposure to potentially manipulable underlying
reference assets that the Generic Listing Standards are intended to
address are otherwise mitigated by the liquidity in the underlying spot
currency market that prevents manipulation of the reference prices used
by the Currency Hedge. The Fund will attempt to limit counterparty risk
in OTC derivatives by: (i) Entering into such contracts only with
counterparties the Advisers believe are creditworthy; (ii) limiting the
Fund's exposure to each counterparty; and (iii) monitoring the
creditworthiness of each counterparty and the Fund's exposure to each
counterparty on an ongoing basis.
---------------------------------------------------------------------------
\23\ 15 U.S.C. 78f.
\24\ 15 U.S.C. 78f(b)(5).
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The Exchange also notes that there are numerous instances in which
the Commission has approved the listing and trading of series of
Managed Fund
[[Page 12643]]
Shares that employ nearly identical or substantially similar hedging
strategies.\25\ Specifically, the Hedged ADR Approval Order approved
the listing and trading the Hedged ADR Funds, each of which consisted
of only two components: (i) A single ADR; and (ii) OTC currency swaps
used to hedge against fluctuations in the exchange rate between the
U.S. dollar and the local currency of the foreign security underlying
the ADR. In addition to not meeting Rule 14.11(i)(4)(C)(v) related to
the OTC currency swaps used to hedge currency exposure, each series of
the Hedged ADR Funds also did not meet the concentration \26\ and
diversity \27\ requirements related to their respective equity
holdings. Stated another way, the Fund is proposing to implement a
Currency Hedge using similar instruments as the Hedged ADR Funds, but
do not require the additional relief from the fixed income
concentration \28\ and diversity \29\ requirements holdings portion of
the Generic Listing Standards that was necessary (as it pertained to
equity holdings) for the Hedged ADR Funds to list and trade.
---------------------------------------------------------------------------
\25\ See Securities Exchange Act Release Nos. 84143 (September
14, 2018), 83 FR 47659 (September 20, 2018) (SR-CboeBZX-2018-019)
(order approving the listing and trading of eighteen series of
Managed Fund Shares that allowed each series to hedge its foreign
equity position with up to 50% gross notional exposure to OTC
currency swaps) (the ``Hedged ADR Approval Order''); 84818 (December
13, 2018), 83 FR 65189 (December 19, 2018) (SR-NYSEArca-2018-75)
(order approving the listing and trading of a series of Managed Fund
Shares that may hold up to 50% of the aggregate gross notional value
of the fund's portfolio in OTC derivatives for the purpose of
reducing currency, interest rate, credit, or duration risk, in
addition to allowing the fund to hold an additional 20% of non-
hedging OTC derivatives); 82591 (January 26, 2018) 83 FR 4707
(February 1, 2018) (SR-BatsBZX-2017-54) (the ``Inflation Hedged
Fund'') (order approving the listing and trading of a series of
Managed Fund Shares that could gain up to 50% gross notional
exposure to OTC derivatives in order to hedge against inflation in
the fund's portfolio); and 83363 (June 1, 2018), 83 FR 26531 (June
7, 2018) (SR-CboeBZX-2018-036) (notice of filing and immediate
effectiveness of a proposal to allow the Inflation Hedged Fund to
move increase its potential exposure to OTC derivative instruments
from 50% to 60% of the fund's gross notional value).
\26\ See Rule 14.11(i)(4)(C)(i)(a)(3).
\27\ See Rule 14.11(i)(4)(C)(i)(a)(4).
\28\ See Rule 14.11(i)(4)(C)(ii)(c).
\29\ See Rule 14.11(i)(4)(C)(ii)(d).
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The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Fund on the Exchange during all
trading sessions and to deter and detect violations of Exchange rules
and the applicable federal securities laws. Trading of the Fund through
the Exchange will be subject to the Exchange's surveillance procedures
for derivative products, including Managed Fund Shares. All statements
and representations made in this filing regarding the description of
the portfolio or reference assets, limitations on portfolio holdings or
reference assets, dissemination and availability of reference assets
and intraday indicative values, and the applicability of Exchange
listing rules specified in this filing shall constitute continued
listing requirements for the Fund. The Trust, on behalf of the Fund,
has represented to the Exchange that it will advise the Exchange of any
failure by the Fund or the Shares to comply with the continued listing
requirements, and, pursuant to its obligations under Section 19(g)(1)
of the Act, the Exchange will surveil for compliance with the continued
listing requirements. If the Fund or the Shares are not in compliance
with the applicable listing requirements, the Exchange will commence
delisting procedures under Exchange Rule 14.12.
As described above, the Exchange may obtain information regarding
trading in the Fund via the ISG, from other exchanges that are members
or affiliates of the ISG, or with which the Exchange has entered into a
comprehensive surveillance sharing agreement. Additionally, the
Exchange or FINRA, on behalf of the Exchange, are able to access, as
needed, trade information for certain fixed income instruments reported
to TRACE.
For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The Exchange notes that the
proposed rule change will facilitate the listing and trading of
additional series of Managed Fund Shares that will enhance competition
among market participants, to the benefit of investors and the
marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has neither solicited nor received written comments on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \30\ and Rule 19b-4(f)(6) thereunder.\31\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \32\ and Rule 19b-
4(f)(6) thereunder.\33\
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\30\ 15 U.S.C. 78s(b)(3)(A)(iii).
\31\ 17 CFR 240.19b-4(f)(6).
\32\ 15 U.S.C. 78s(b)(3)(A).
\33\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \34\ normally
does not become operative for 30 days after the date of the filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\35\ the Commission may
designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay to allow the Fund to
fully implement its Currency Hedge without unnecessary delay. The
Exchange states that the Fund is proposing to implement a Currency
Hedge using similar instruments as the Hedged ADR Funds, and that
waiver of the 30-day operative delay would more quickly facilitate the
Advisers' ability to fully implement its Currency Hedge, which would
enhance competition among market participants to the benefit of
investors and the marketplace. The Commission believes that the
proposal raises no substantive issues and that therefore waiver of the
30-day operative delay is consistent with the protection of investors
and the public interest. Accordingly, the Commission hereby waives the
30-day operative delay and designates the proposed rule change
operative upon filing.\36\
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\34\ 17 CFR 240.19b-4(f)(6).
\35\ 17 CFR 240.19b-4(f)(6)(iii).
\36\ For purposes only of waiving the operative delay, the
Commission has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such
[[Page 12644]]
action is necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act. If the Commission takes such action, the Commission shall
institute proceedings to determine whether the proposed rule change
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-CboeBZX-2020-018 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-CboeBZX-2020-018. 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 (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CboeBZX-2020-018, and should be
submitted on or before March 24, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\37\
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\37\ 17 CFR 200.30-3(a)(12)
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-04285 Filed 3-2-20; 8:45 am]
BILLING CODE 8011-01-P
