[Federal Register Volume 88, Number 191 (Wednesday, October 4, 2023)]
[Notices]
[Pages 68684-68692]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-22039]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 3498663; File No. SR-NYSEARCA-2023-67]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To List and Trade 
Shares of the American Century Focused Dynamic Growth ETF and the 
American Century Focused Large Cap Value ETF Under NYSE Arca Rule 
8.601-E (Active Proxy Portfolio Shares)

September 29, 2023.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on September 28, 2023, NYSE Arca, Inc. (``NYSE Arca'' or 
``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 self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the American 
Century Focused Dynamic Growth ETF and the American Century Focused 
Large Cap Value ETF. The proposed rule change is available on the 
Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange has adopted NYSE Arca Rule 8.601-E for the purpose of 
permitting the listing and trading, or trading pursuant to unlisted 
trading privileges (``UTP''), of Active Proxy Portfolio Shares, which 
are securities issued by an actively managed open-end investment 
management company.\4\ Commentary .01 to Rule 8.601-E requires the 
Exchange to file separate proposals under Section 19(b) of the Act 
before listing and trading any series of Active Proxy Portfolio Shares 
on the Exchange. Therefore, the Exchange is submitting this proposal in 
order to list and trade shares (``Shares'') of the American Century 
Focused Dynamic Growth ETF and the American Century Focused Large Cap 
Value ETF (each a ``Fund'' and, collectively, the ``Funds'') under Rule 
8.601-E.\5\
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    \4\ See Securities Exchange Act Release No. 89185 (June 29, 
2020), 85 FR 40328 (July 6, 2020) (SR-NYSEArca-2019-95). Rule 8.601-
E(c)(1) provides that ``[t]he term ``Active Proxy Portfolio Share'' 
means a security that (a) is issued by an investment company 
registered under the Investment Company Act of 1940 (``Investment 
Company'') organized as an open-end management investment company 
that invests in a portfolio of securities selected by the Investment 
Company's investment adviser consistent with the Investment 
Company's investment objectives and policies; (b) is issued in a 
specified minimum number of shares, or multiples thereof, in return 
for a deposit by the purchaser of the Proxy Portfolio or Custom 
Basket, as applicable, and/or cash with a value equal to the next 
determined net asset value (``NAV''); (c) when aggregated in the 
same specified minimum number of Active Proxy Portfolio Shares, or 
multiples thereof, may be redeemed at a holder's request in return 
for the Proxy Portfolio or Custom Basket, as applicable, and/or cash 
to the holder by the issuer with a value equal to the next 
determined NAV; and (d) the portfolio holdings for which are 
disclosed within at least 60 days following the end of every fiscal 
quarter.'' Rule 8.601-E(c)(2) provides that ``[t]he term ``Actual 
Portfolio'' means the identities and quantities of the securities 
and other assets held by the Investment Company that shall form the 
basis for the Investment Company's calculation of NAV at the end of 
the business day.'' Rule 8.601-E(c)(3) provides that ``[t]he term 
``Proxy Portfolio'' means a specified portfolio of securities, other 
financial instruments and/or cash designed to track closely the 
daily performance of the Actual Portfolio of a series of Active 
Proxy Portfolio Shares as provided in the exemptive relief pursuant 
to the Investment Company Act of 1940 applicable to such series.'' 
Rule 8.601-E(c)(4) provides that the term ``Custom Basket'' means a 
portfolio of securities that is different from the Proxy Portfolio 
and is otherwise consistent with the exemptive relief issued 
pursuant to the Investment Company Act of 1940 applicable to a 
series of Active Proxy Portfolio Shares.
    \5\ Pursuant to Commission approval, the Funds are currently 
listed on Cboe BZX Exchange, Inc. (``BZX'') and utilize the 
Precidian ActiveShares methodology (the ``Precidian Model''). See 
Securities Exchange Act Release No. 88175 (February 12, 2020), 85 FR 
9494 (February 19, 2020) (SR-CboeBZX-2019-057) (Notice of Filing of 
Amendment No. 2 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment No. 2 thereto, To 
List and Trade Shares of the American Century Focused Dynamic Growth 
ETF and American Century Focused Large Cap Value ETF Under BZX Rule 
14.11(k)).
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Key Features of Active Proxy Portfolio Shares
    While funds issuing Active Proxy Portfolio Shares will be actively-
managed and, to that extent, will be similar to Managed Fund Shares, 
Active Proxy Portfolio Shares differ from Managed Fund Shares in the 
following important respects. First, in contrast to Managed Fund 
Shares, which are actively-managed funds listed and traded under NYSE 
Arca Rule 8.600-E \6\ and for which a ``Disclosed Portfolio'' is 
required to be disseminated at least once daily,\7\ the portfolio for 
an issue of

[[Page 68685]]

Active Proxy Portfolio Shares will be publicly disclosed within at 
least 60 days following the end of every fiscal quarter in accordance 
with normal disclosure requirements otherwise applicable to open-end 
management investment companies registered under the Investment Company 
Act of 1940 (the ``1940 Act'').\8\ The composition of the portfolio of 
an issue of Active Proxy Portfolio Shares would not be available at 
commencement of Exchange listing and trading. Second, in connection 
with the creation and redemption of Active Proxy Portfolio Shares, such 
creation or redemption may be exchanged for a Proxy Portfolio or Custom 
Basket, as applicable, and/or cash with a value equal to the next-
determined NAV. A series of Active Proxy Portfolio Shares will disclose 
the Proxy Portfolio on a daily basis, which, as described above, is 
designed to track closely the daily performance of the Actual Portfolio 
of a series of Active Proxy Portfolio Shares, instead of the actual 
holdings of the Investment Company, as provided by a series of Managed 
Fund Shares. As set forth in NYSE Arca Rule 8.601-E(d)(2)(B)(ii), for 
Active Proxy Portfolio Shares using a Custom Basket, each Business 
Day,\9\ before the opening of trading in the Core Trading Session (as 
defined in NYSE Arca Rule 7.34-E(a)), the Investment Company shall make 
publicly available on its website the composition of any Custom Basket 
transacted on the previous Business Day, except a Custom Basket that 
differs from the applicable Proxy Portfolio only with respect to cash.
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    \6\ The Commission has previously approved listing and trading 
on the Exchange of a number of issues of Managed Fund Shares under 
NYSE Arca Rule 8.600-E. See, e.g., Securities Exchange Act Release 
Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-
2008-31) (order approving Exchange listing and trading of twelve 
actively-managed funds of the WisdomTree Trust); 60460 (August 7, 
2009), 74 FR 41468 (August 17, 2009) (SR-NYSEArca-2009-55) (order 
approving listing of Dent Tactical ETF); 63076 (October 12, 2010), 
75 FR 63874 (October 18, 2010) (SR-NYSEArca-2010-79) (order 
approving Exchange listing and trading of Cambria Global Tactical 
ETF); 63802 (January 31, 2011), 76 FR 6503 (February 4, 2011) (SR-
NYSEArca-2010-118) (order approving Exchange listing and trading of 
the SiM Dynamic Allocation Diversified Income ETF and SiM Dynamic 
Allocation Growth Income ETF). The Commission also has approved a 
proposed rule change relating to generic listing standards for 
Managed Fund Shares. See Securities Exchange Act Release No. 78397 
(July 22, 2016), 81 FR 49320 (July 27, 2016) (SR-NYSEArca-2015-110) 
(amending NYSE Arca Equities Rule 8.600 to adopt generic listing 
standards for Managed Fund Shares).
    \7\ NYSE Arca Rule 8.600-E(c)(2) defines the term ``Disclosed 
Portfolio'' as the identities and quantities of the securities and 
other assets held by the Investment Company that will form the basis 
for the Investment Company's calculation of net asset value at the 
end of the business day. NYSE Arca Rule 8.600-E(d)(2)(B)(i) requires 
that the Disclosed Portfolio will be disseminated at least once 
daily and will be made available to all market participants at the 
same time.
    \8\ A mutual fund is required to file with the Commission its 
complete portfolio schedules for the second and fourth fiscal 
quarters on Form N-CSR under the 1940 Act. Information reported on 
Form N-PORT for the third month of a fund's fiscal quarter will be 
made publicly available 60 days after the end of a fund's fiscal 
quarter. Form N-PORT requires reporting of a fund's complete 
portfolio holdings on a position-by-position basis on a quarterly 
basis within 60 days after fiscal quarter end. Investors can obtain 
a series of Active Proxy Portfolio Shares' Statement of Additional 
Information (``SAI''), its Shareholder Reports, its Form N-CSR, 
filed twice a year, and its Form N-CEN, filed annually. A series of 
Active Proxy Portfolio Shares' SAI and Shareholder Reports will be 
available free upon request from the Investment Company, and those 
documents and the Form N-PORT, Form N-CSR, and Form N-CEN may be 
viewed on-screen or downloaded from the Commission's website at 
www.sec.gov.
    \9\ ``Business Day'' is defined to mean any day that the 
Exchange is open, including any day when the Fund satisfies 
redemption requests as required by Section 22(e) of the 1940 Act.
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    The Commission has previously approved \10\ and noticed for 
immediate effectiveness \11\ the listing and trading on the Exchange of 
series of Active Proxy Portfolio Shares under NYSE Arca Rule 8.601-E.
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    \10\ See Securities Exchange Act Release Nos. 89185 (June 29, 
2020), 85 FR 40328 (July 6, 2020) (SR-NYSEArca-2019-95) (Notice of 
Filing of Amendment No. 6 and Order Granting Accelerated Approval of 
a Proposed Rule Change, as Modified by Amendment No. 6, to Adopt 
NYSE Arca Rule 8.601-E to Permit the Listing and Trading of Active 
Proxy Portfolio Shares and To List and Trade Shares of the Natixis 
U.S. Equity Opportunities ETF Under Proposed NYSE Arca Rule 8.601-
E); 89192 (June 30, 2020), 85 FR 40699 (July 7, 2020) (SR-NYSEArca-
2019-96) (Notice of Filing of Amendment No. 5 and Order Granting 
Accelerated Approval of a Proposed Rule Change, as Modified by 
Amendment No. 5, to List and Trade Two Series of Active Proxy 
Portfolio Shares Issued by the American Century ETF Trust under NYSE 
Arca Rule 8.601-E); 89191 (June 30, 2020), 85 FR 40358 (July 6, 
2020) (SR-NYSEArca-2019-92) (Notice of Filing of Amendment No. 3 and 
Order Granting Accelerated Approval of a Proposed Rule Change, as 
Modified by Amendment No. 3, to List and Trade Four Series of Active 
Proxy Portfolio Shares Issued by T. Rowe Price Exchange-Traded 
Funds, Inc. under NYSE Arca Rule 8.601-E); 89438 (July 31, 2020), 85 
FR 47821 (August 6, 2020) (SR-NYSEArca-2020-51) (Order Granting 
Approval of a Proposed Rule Change, as Modified by Amendment No. 2, 
to List and Trade Shares of Natixis Vaughan Nelson Select ETF and 
Natixis Vaughan Nelson MidCap ETF under NYSE Arca Rule 8.601-E); 
91266 (March 5, 2021), 86 FR 13930 (March 11, 2021) (SR-NYSEArca-
2020-104) (Order Approving a Proposed Rule Change, as Modified by 
Amendment No. 2, To List and Trade Shares of the Stance Equity ESG 
Large Cap Core ETF Under NYSE Arca Rule 8.601-E).
    \11\ See, e.g., Securities Exchange Act Release Nos. 92104 (June 
3, 2021), 86 FR 30635 (June 9, 2021) (NYSEArca-2021-46) (Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change to List 
and Trade Shares of the Nuveen Santa Barbara Dividend Growth ETF, 
Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG 
ETF Under NYSE Arca Rule 8.601-E (Active Proxy Portfolio Shares); 
92958 (September 13, 2021), 86 FR 51933 (September 17, 2021) 
(NYSEArca-2021-77) (Notice of Filing and Immediate Effectiveness of 
Proposed Rule Change To List and Trade Shares of the Nuveen Growth 
Opportunities ETF Under NYSE Arca Rule 8.601-E (Active Proxy 
Portfolio Shares); 93264 (October 6, 2021), 86 FR 56989 (October 13, 
2021) (SR-NYSEArca-2021-84) (Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change To List and Trade Shares of 
the Schwab Ariel ESG ETF Under NYSE Arca Rule 8.601-E (Active Proxy 
Portfolio Shares); 94486 (March 22, 2022), 87 FR 17351 (March 28, 
2022) (SR-NYSEArca-2022-14) (Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change to List and Trade Shares of 
the Columbia Seligman Semiconductor and Technology ETF Under NYSE 
Arca Rule 8.601 (Active Proxy Portfolio Shares); 94908 (May 13, 
2022), 87 FR 30524 (May 19, 2022) (SR-NYSEArca-2022-28) (Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change to List 
and Trade Shares of the Principal Real Estate Active Opportunities 
ETF Under NYSE Arca Rule 8.601 (Active Proxy Portfolio Shares)); 
94902 (May 12, 2022), 87 FR 30286 (May 18, 2022) (SR-NYSEArca-2022-
29) (Notice of Filing and Immediate Effectiveness of Proposed Rule 
Change to List and Trade Shares of the IQ Winslow Large Cap Growth 
ETF and IQ Winslow Focused Large Cap Growth ETF Under NYSE Arca Rule 
8.601-E (Active Proxy Portfolio Shares)); and 97645 (June 2, 2023), 
88 FR 37588 (SR-NYSEArca-2023-38) (Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change To List and Trade Shares of 
the Natixis Loomis Sayles Focused Growth ETF Under NYSE Arca Rule 
8.601-E (Active Proxy Portfolio Shares)).
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    The Shares of each Fund will be issued by American Century ETF 
Trust (the ``Trust''), a statutory trust organized under the laws of 
the State of Delaware and registered with the Commission as an open-end 
management investment company.\12\ American Century Investment 
Management, Inc. will be the investment adviser to each Fund (the 
``Adviser''). Foreside Fund Services, LLC will serve as the distributor 
(the ``Distributor'') of each of the Fund's Shares.
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    \12\ The Trust is registered under the 1940 Act. On June 18, 
2018, the Trust filed a registration statement on Form N-1A relating 
to the Funds (File No. 811-23305) (the ``Registration Statement''). 
The Commission issued an order granting exemptive relief to the 
Trust (``Exemptive Order'') under the 1940 Act on May 12, 2020 
(Investment Company Act Release No. 33862). The Exemptive Order was 
granted with respect to the Trust's application for exemptive relief 
(the ``Application'') (Investment Company Act Release No. 33841) 
(File No. 812-15082). Each Fund's final, definitive prospectus, 
dated as of January 1, 2023, was filed pursuant to Rule 485B of the 
Securities Act of 1933, and contains the current methodology of each 
Fund (the ``Final Prospectus''). A supplement to the Final 
Prospectus containing the change to the methodology used by each 
Fund from the Precidian Model to the NYSE AMS proxy portfolio 
methodology, as described herein, was filed on August 22, 2023, 
pursuant to Rule 497(e) of the Securities Act of 1933 (the 
``Supplement''). Pursuant to the Supplement, the change to the 
methodology will be implemented effective October 23, 2023. As part 
of the transition, effective October 23, 2023, the listing exchange 
for the Funds will change from BZX to the Exchange. Investments made 
by the Funds will comply with the conditions set forth in the 
Application and the Exemptive Order. The description of each Fund 
and the Shares contained herein are based on the Registration 
Statement, the Final Prospectus and the Supplement. The Exchange 
will not commence trading in the Shares of each Fund until the 
Supplement is effective.
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    Commentary .04 to NYSE Arca Rule 8.601-E provides that, if the 
investment adviser to the Investment Company issuing Active Proxy 
Portfolio Shares is registered as a broker-dealer or is affiliated with 
a broker-dealer, such investment adviser will erect and maintain a 
``fire wall'' between the investment adviser and personnel of the 
broker-dealer or broker-dealer affiliate, as applicable, with respect 
to access to information concerning the composition and/or changes to 
such Investment Company's Actual Portfolio, Proxy Portfolio, and/or 
Custom Basket, as applicable. Any person related to the investment 
adviser or Investment Company who makes decisions pertaining to the 
Investment Company's Actual Portfolio, Proxy Portfolio, and/or

[[Page 68686]]

Custom Basket, as applicable, or has access to non-public information 
regarding the Investment Company's Actual Portfolio, Proxy Portfolio, 
and/or Custom Basket, as applicable, or changes thereto must be subject 
to procedures reasonably designed to prevent the use and dissemination 
of material non-public information regarding the Actual Portfolio, 
Proxy Portfolio, and/or Custom Basket, as applicable, or changes 
thereto. Commentary .04 is similar to Commentary .03(a)(i) and (iii) to 
NYSE Arca Rule 5.2-E(j)(3); however, Commentary .04, in connection with 
the establishment of a ``fire wall'' between the investment adviser and 
the broker-dealer, reflects the applicable open-end fund's portfolio, 
not an underlying benchmark index, as is the case with index-based 
funds.\13\ Commentary .04 is also similar to Commentary .06 to Rule 
8.600-E related to Managed Fund Shares, except that Commentary .04 
relates to establishment and maintenance of a ``fire wall'' between the 
investment adviser and personnel of the broker-dealer or broker-dealer 
affiliate, as applicable, applicable to an Investment Company's Actual 
Portfolio, Proxy Portfolio, and/or Custom Basket, as applicable, or 
changes thereto, and not just to the underlying portfolio, as is the 
case with Managed Fund Shares.
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    \13\ 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 will be 
subject to the provisions of Rule 204A-1 under the Advisers Act 
relating to codes of ethics. This Rule requires investment advisers 
to adopt a code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) adopted and implemented 
written policies and procedures reasonably designed to prevent 
violations, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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    In addition, Commentary .05 to Rule 8.601-E provides that any 
person or entity, including a custodian, Reporting Authority, 
distributor, or administrator, who has access to non-public information 
regarding the Investment Company's Actual Portfolio, Proxy Portfolio, 
or Custom Basket, as applicable, or changes thereto, must be subject to 
procedures reasonably designed to prevent the use and dissemination of 
material non-public information regarding the applicable Investment 
Company Actual Portfolio, Proxy Portfolio, or Custom Basket, as 
applicable, or changes thereto. Moreover, if any such person or entity 
is registered as a broker-dealer or affiliated with a broker-dealer, 
such person or entity will erect and maintain a ``fire wall'' between 
the person or entity and the broker-dealer with respect to access to 
information concerning the composition and/or changes to such 
Investment Company Actual Portfolio, Proxy Portfolio, or Custom Basket, 
as applicable.
    The Adviser is not registered as a broker-dealer but is affiliated 
with a broker-dealer. The Adviser has implemented and will maintain a 
``fire wall'' with respect to such broker-dealer affiliate regarding 
access to information concerning the composition of and/or changes to 
each Fund's Actual Portfolio, Proxy Portfolio, and/or Custom Basket, as 
applicable.
    In the event (a) the Adviser becomes registered as a broker-dealer 
or becomes newly affiliated with a broker-dealer, or (b) any new 
adviser or sub-adviser is a registered broker-dealer, or becomes 
affiliated with a broker-dealer, it will implement and maintain a 
``fire wall'' with respect to its relevant personnel or its broker-
dealer affiliate regarding access to information concerning the 
composition and/or changes to each Fund's Actual Portfolio, Proxy 
Portfolio, and/or Custom Basket, as applicable, and will be subject to 
procedures designed to prevent the use and dissemination of material 
non-public information regarding each Fund's Actual Portfolio, Proxy 
Portfolio, and/or Custom Basket, as applicable, or changes thereto. Any 
person related to the Adviser or each Fund who makes decisions 
pertaining to each Fund's Actual Portfolio, Proxy Portfolio, or Custom 
Basket, as applicable, or has access to non-public information 
regarding each Fund's Actual Portfolio, Proxy Portfolio, and/or Custom 
Basket, as applicable, or changes thereto are subject to procedures 
reasonably designed to prevent the use and dissemination of material 
non-public information regarding each Fund's Actual Portfolio, Proxy 
Portfolio, and/or Custom Basket, as applicable or changes thereto.
    In addition, any person or entity, including any service provider 
for each Fund, who has access to non-public information regarding each 
Fund's Actual Portfolio, Proxy Portfolio, and/or Custom Basket, as 
applicable, or changes thereto, will be subject to procedures 
reasonably designed to prevent the use and dissemination of material 
non-public information regarding each Fund's Actual Portfolio, Proxy 
Portfolio, and/or Custom Basket, as applicable, or changes thereto. 
Moreover, if any such person or entity is registered as a broker-dealer 
or affiliated with a broker-dealer, such person or entity has erected 
and will maintain a ``fire wall'' between the person or entity and the 
broker-dealer with respect to access to information concerning the 
composition and/or changes to each Fund's Actual Portfolio, Proxy 
Portfolio, and/or Custom Basket, as applicable.
Description of the Funds
    According to the Registration Statement, the Adviser will identify 
a Proxy Portfolio for each Fund that is designed to replicate the daily 
performance of each Fund's Actual Portfolio and will only include 
securities and investments in which each Fund may invest. While each 
Fund's Proxy Portfolio and Actual Portfolio will hold some of the same 
securities, the Proxy Portfolio and Actual Portfolio may not include 
identical securities.
    The composition of the Proxy Portfolio will be published on the 
Funds' website (www.americancenturyetfs.com) each Business Day before 
the commencement of trading of each Fund's Shares. The Funds' website 
will include the following information for each portfolio holding in 
the Proxy Portfolio: (1) ticker symbol; (2) CUSIP or other identifier; 
(3) description of holding; (4) quantity of each security or other 
asset held; and (5) percentage weight of the holding in the Proxy 
Portfolio. The Proxy Portfolio will be reconstituted daily, and the 
Adviser will not make intra-day changes to the Proxy Portfolio except 
to correct errors in the published Proxy Portfolio.
    Each Fund will, at the end of each trading day, calculate the 
percentage weight overlap between the holdings of its Proxy Portfolio 
and the Actual Portfolio (the ``Proxy Overlap'') that formed the basis 
for each Fund's calculation of NAV at the end of the prior Business Day 
by taking the lesser weight of each asset held in common between the 
Actual Portfolio and the Proxy Portfolio and adding the totals.
    Each Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order, and the holdings will 
be consistent with all requirements in the

[[Page 68687]]

Application and Exemptive Order.\14\ Any foreign common stocks held by 
each Fund will be traded on an exchange that is a member of the 
Intermarket Surveillance Group (``ISG'') or with which the Exchange has 
in place a comprehensive surveillance sharing agreement.
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    \14\ Pursuant to the Application and Exemptive Order, the 
permissible investments for each Fund include only the following 
instruments: exchange-traded funds, exchange-traded notes, exchange-
traded common stocks, exchange-traded preferred stocks, exchange-
traded American Depositary Receipts, exchange-traded real estate 
investment trusts, exchange-traded commodity pools, exchange-traded 
metal trusts, exchange-traded currency trusts and exchange-traded 
futures that trade contemporaneously with each Fund's shares. In 
addition, each Fund may hold cash and cash equivalents (short-term 
U.S. Treasury securities, government money market funds, and 
repurchase agreements). Pursuant to the Application and Exemptive 
Order, neither Fund will not hold short positions or invest in 
derivatives other than U.S. exchange-traded futures, will not borrow 
for investment purposes, and will not purchase any securities that 
are illiquid investments at the time of purchase.
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American Century Focused Dynamic Growth ETF

    According to the Registration Statement, the Fund's investment 
objective is long-term capital growth. The Fund will, under Normal 
Market Conditions,\15\ invest primarily in U.S. exchange-listed equity 
securities. The Adviser looks for stocks of companies it believes will 
increase in value over time. In implementing this strategy, the Adviser 
makes investment decisions based primarily on its analysis of 
individual companies, rather than on broad economic forecasts. 
Management of the Fund is based on the belief that, over the long term, 
stock price movements follow growth in earnings, revenues and/or cash 
flow. The Adviser uses a variety of analytical research tools and 
techniques to identify the stocks of companies that meet the Fund's 
investment criteria. In addition to investing primarily in U.S. 
exchange-listed equity securities, the Fund may also invest in 
exchange-traded funds, exchange-listed ADRs, U.S. exchange-listed 
equity futures contracts, and U.S. exchange-listed equity index futures 
contracts. The Fund may also hold cash and cash equivalents without 
limitation.
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    \15\ The term ``Normal Market Conditions'' includes, but is not 
limited to, the absence of trading halts in the applicable financial 
markets generally; operational issues (e.g., systems failure) 
causing dissemination of inaccurate market information; 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.
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American Century Focused Large Cap Value ETF

    According to the Registration Statement, the Fund's investment 
objective is long-term capital growth. The Fund will, under Normal 
Market Conditions, invest primarily in U.S. exchange-listed equity 
securities. The Adviser looks for stocks of companies whose stock price 
may not reflect the company's value. The Adviser attempts to purchase 
the stocks of these undervalued companies and hold each stock until the 
price has increased to, or is higher than, a level the Adviser believes 
more accurately reflects the fair value of the company. The Adviser may 
sell stocks from the Fund's portfolio if it believes a stock no longer 
meets its valuation criteria, if a stock's risk parameters outweigh its 
return opportunity, more attractive alternatives are identified, or 
specific events alter a stock's prospects. In addition to investing 
primarily in U.S. exchange-listed equity securities, the Fund may also 
invest in exchange-traded funds, exchange-listed ADRs, U.S. exchange-
listed equity futures contracts, and U.S. exchange-listed equity index 
futures contracts. The Fund may also hold cash and cash equivalents 
without limitation.
Investment Restrictions
    Shares of each Fund will conform to the initial and continued 
listing criteria under Rule 8.601-E. Each Fund's holdings will be 
limited to and consistent with permissible holdings as described in the 
Application and Exemptive Order and all requirements in the Application 
and Exemptive Order.\16\
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    \16\ See supra, note 14.
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    Each Fund's investments, including derivatives, will be consistent 
with its investment objectives and will not be used to enhance leverage 
(although certain derivatives and other investments may result in 
leverage). That is, each Fund's investments will not be used to seek 
performance that is the multiple or inverse multiple (e.g., 2X or -3X) 
of each Fund's primary broad-based securities benchmark index (as 
defined in Form N-1A).\17\
---------------------------------------------------------------------------

    \17\ Each Fund's broad-based securities benchmark index is 
identified in its current Registration Statement.
---------------------------------------------------------------------------

Purchases and Redemptions
    According to the Registration Statement, the Trust will issue and 
sell Shares of each Fund only in specified minimum size ``Creation 
Units'' on a continuous basis through the Distributor at their NAV next 
determined after receipt of an order, on any Business Day, in proper 
form. The NAV of each Fund's Shares will be calculated each Business 
Day as of the close of regular trading on the Exchange, ordinarily 4:00 
p.m. Eastern Time (``E.T.''). A Creation Unit will generally consist of 
at least 5,000 Shares.
    According to the Registration Statement, Shares of each Fund will 
be purchased and redeemed in Creation Units. Creation Units will 
generally be purchased in-kind through the deposit of a designated 
portfolio of securities (the ``Deposit Securities''), which will 
typically replicate the Proxy Portfolio, plus the ``Cash Component,'' 
which is an amount equal to the difference between the NAV of each 
Fund's shares (per Creation Unit) and the market value of the Deposit 
Securities or ``Cash Deposit'' (as defined below), as applicable. The 
Cash Component serves the function of compensating for any differences 
between the NAV per Creation Unit and the market value of the Deposit 
Securities or Cash Deposit, as applicable. The Cash Deposit is a ``cash 
in lieu'' amount that the Trust may permit or require to be added to 
the Cash Component to replace any Deposit Security. The names and 
quantities of the instruments that constitute the Deposit Securities 
will be the same as the Proxy Portfolio, except to the extent that a 
Fund requires purchases and redemptions to be made entirely or in part 
on a cash basis. Together, the Deposit Securities or Cash Deposit, as 
applicable, and the Cash Component constitute the ``Fund Deposit,'' 
which represents the minimum initial and subsequent investment amount 
for a Creation Unit of each Fund.
    Creation Units of each Fund may be purchased and/or redeemed 
entirely or partially for cash in the Trust's discretion. When full or 
partial cash purchases or redemptions of Creation Units are available 
or specified for a Fund, they will be effected in essentially the same 
manner as in-kind purchases or redemptions thereof.\18\
---------------------------------------------------------------------------

    \18\ The Adviser represents that, to the extent the Trust 
effects the creation or redemption of Shares in cash on any given 
day, such transactions will be effected in the same manner for all 
Authorized Participants (as defined below) placing trades with each 
Fund on that day.
---------------------------------------------------------------------------

    The identity and number of shares comprising a Creation Unit may 
change from time to time. Each Fund, through the National Securities 
Clearing Corporation (the ``NSCC''), will make available on each 
Business Day, immediately prior to the opening of business on the 
Exchange, the list of the names and the required number of shares of 
each Deposit Security or the required amount of Cash Deposit, as

[[Page 68688]]

applicable, to be included in the Fund Deposit. The published Fund 
Deposit will apply until such time as the next-announced composition of 
the Deposit Securities is made available, and there will be no intra-
day changes except to correct errors in the published Fund Deposit. The 
Fund Deposit will be published each Business Day regardless of whether 
a Fund decides to issue or redeem Creation Units entirely or in part on 
a cash basis. The identity of the Fund Securities that will be 
applicable to redemption requests received in proper form on a Business 
Day will also be made available prior to the opening of business on the 
Exchange on each Business Day.
    All orders to purchase or redeem Creation Units must be placed with 
the Distributor by or through an Authorized Participant, who may engage 
in creation or redemption transactions directly with each Fund.\19\ 
Orders to purchase or redeem Creation Units will be accepted until the 
``Order Cut-Off Time,'' generally 2:00 p.m. E.T., on each Business Day 
in order to receive the NAV of Shares of each Fund on that Business 
Day. The date on which an order to purchase or redeem Creation Units is 
placed is referred to as the ``Transmittal Date.'' When the Exchange 
closes earlier than normal, a Fund may require orders for Creation 
Units to be placed earlier in the Business Day.
---------------------------------------------------------------------------

    \19\ According to the Registration Statement, an ``Authorized 
Participant'' is (i) a broker-dealer or other participant in the 
clearing process through the Continuous Net Settlement System of the 
NSCC or (ii) a DTC Participant, that has executed an AP Agreement 
with the Distributor.
---------------------------------------------------------------------------

Availability of Information
    The Funds' website (www.americancentiryetfs.com) will include a 
form of the prospectus for each Fund that may be downloaded. The Funds' 
website will include on a daily basis, per Share for each Fund: (1) the 
prior Business Day's NAV; (2) the prior Business Day's ``Closing 
Price'' or ``Mid-Point of the Bid/Ask Price at Close''; \20\ and (3) a 
calculation of the premium/discount of such Closing Price or Mid-Point 
of the Bid/Ask Price at Close against such NAV.\21\ The Adviser has 
represented that the Funds' website will also provide: (1) any other 
information regarding premiums/discounts as may be required for other 
ETFs under Rule 6c-11 under the 1940 Act, as amended, and (2) any 
information regarding the bid/ask spread for each Fund as may be 
required for other ETFs under Rule 6c-11 under the 1940 Act, as 
amended. The Funds' website will also disclose the information required 
under Rule 8.601-E(c)(3).\22\ The Funds' website and information will 
be publicly available at no charge.
---------------------------------------------------------------------------

    \20\ The records relating to Bid/Ask Prices will be retained by 
each Fund or its service providers. The ``Bid/Ask Price'' is the 
midpoint of the highest bid and lowest offer based upon the National 
Best Bid and Offer as of the time of calculation of each Fund's NAV. 
The ``National Best Bid and Offer'' is the current national best bid 
and national best offer as disseminated by the Consolidated 
Quotation System or UTP Plan Securities Information Processor. The 
``Closing Price'' of Shares of each Fund is the official closing 
price on the Exchange.
    \21\ The ``premium/discount'' refers to the premium or discount 
to the NAV at the end of a trading day and will be calculated based 
on the last Bid/Ask Price on a given trading day.
    \22\ See note 4, supra. Rule 8.601-E (c)(3) provides that the 
website for each series of Active Proxy Portfolio Shares shall 
disclose the information regarding the Proxy Portfolio as provided 
in the exemptive relief pursuant to the 1940 Act applicable to such 
series, including the following, to the extent applicable: (i) 
Ticker symbol; (ii) CUSIP or other identifier; (iii) Description of 
holding; (iv) Quantity of each security or other asset held; and (v) 
Percentage weighting of the holding in the portfolio.
---------------------------------------------------------------------------

    The identity and quantity of investments in the Proxy Portfolio for 
each Fund will be publicly available on the Funds' website before the 
commencement of trading in Shares of each Fund on each Business Day. 
The website will also include information relating to the Proxy 
Overlap, as discussed above. With respect to each Custom Basket 
utilized by each Fund, each Business Day, before the opening of trading 
in the Core Trading Session (as defined in NYSE Arca Rule 7.34-E (a)), 
the Funds' website will also include the composition of any Custom 
Basket transacted on the previous Business Day, except a Custom Basket 
that differs from the Proxy Portfolio only with respect to cash.
    Typical mutual fund-style annual, semi-annual and quarterly 
disclosures contained in each Fund's Commission filings will be 
provided on the Funds' website on a current basis.\23\ Thus, each Fund 
will publish the portfolio contents of its Actual Portfolio on a 
periodic basis, and no less than 60 days after the end of every fiscal 
quarter.
---------------------------------------------------------------------------

    \23\ See note 8, supra.
---------------------------------------------------------------------------

    Investors can also obtain each Fund's SAI, Shareholder Reports, 
Form N-CSR, N-PORT, and Form N-CEN. The prospectus, SAI, and 
Shareholder Reports are available free upon request, and those 
documents and the Form N-CSR, N-PORT, and Form N-CEN may be viewed on-
screen or downloaded from the Commission's website. The Exchange also 
notes that pursuant to the Application, each Fund must comply with 
Regulation Fair Disclosure, which prohibits selective disclosure of any 
material non-public information.
    Information regarding the market price of Shares of each Fund and 
trading volume in Shares of each Fund, will be continually available on 
a real-time basis throughout the day on brokers' computer screens and 
other electronic services. The previous day's closing price and trading 
volume information for the Shares of each Fund will be published daily 
in the financial section of newspapers.
    Quotation and last sale information for the Shares of each Fund and 
U.S. exchange-traded instruments (excluding futures contracts) will be 
available via the Consolidated Tape Association (``CTA'') high-speed 
line, from the exchanges on which such securities trade, or through 
major market data vendors or subscription services. Quotation and last 
sale information for futures contracts will be available from the 
exchanges on which they trade. Intraday price information for all 
exchange-traded instruments, which include all eligible instruments 
except cash and cash equivalents, will be available from the exchanges 
on which they trade, or through major market data vendors or 
subscription services. Intraday price information for cash equivalents 
is available through major market data vendors, subscription services 
and/or pricing services.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of each Fund.\24\ Trading in Shares of each Fund 
will be halted if the circuit breaker parameters in NYSE Arca Rule 
7.12-E have been reached. Trading also may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares of each Fund inadvisable. Trading in the Shares 
of each Fund will be subject to NYSE Arca Rule 8.601-E(d)(2)(D), which 
sets forth circumstances under which Shares of each Fund will be 
halted.
---------------------------------------------------------------------------

    \24\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

    Specifically, Rule 8.601-E(d)(2)(D) provides that the Exchange may 
consider all relevant factors in exercising its discretion to halt 
trading in a series of Active Proxy Portfolio Shares. Trading may be 
halted because of market conditions or for reasons that, in the view of 
the Exchange, make trading in the series of Active Proxy Portfolio 
Shares inadvisable. These may include: (a) the extent to which trading 
is not occurring in the securities and/or the financial instruments 
composing the Proxy Portfolio and/or Actual Portfolio;

[[Page 68689]]

or (b) whether other unusual conditions or circumstances detrimental to 
the maintenance of a fair and orderly market are present. If the 
Exchange becomes aware that the NAV, Proxy Portfolio, or Actual 
Portfolio with respect to a series of Active Proxy Portfolio Shares is 
not disseminated to all market participants at the same time, the 
Exchange shall halt trading in such series until such time as the NAV, 
Proxy Portfolio, or Actual Portfolio is available to all market 
participants at the same time.
Trading Rules
    The Exchange deems the Shares of each Fund to be equity securities, 
thus rendering trading in the Shares of each Fund subject to the 
Exchange's existing rules governing the trading of equity securities. 
Shares of each Fund will trade on the NYSE Arca Marketplace in all 
trading sessions in accordance with NYSE Arca Rule 7.34-E(a). As 
provided in NYSE Arca Rule 7.6-E, the minimum price variation (``MPV'') 
for quoting and entry of orders in equity securities traded on the NYSE 
Arca Marketplace is $0.01, with the exception of securities that are 
priced less than $1.00 for which the MPV for order entry is $0.0001.
    The Shares of each Fund will conform to the initial and continued 
listing criteria under NYSE Arca Rule 8.601-E. The Exchange has 
appropriate rules to facilitate trading in the Shares of each Fund 
during all trading sessions.
    A minimum of 100,000 Shares for each Fund will be outstanding at 
the commencement of trading on the Exchange. In addition, pursuant to 
Rule 8.601-E(d)(1)(B), the Exchange, prior to commencement of trading 
in the Shares of each Fund, will obtain a representation from the Trust 
that (i) the NAV per Share of each Fund will be calculated daily, (ii) 
the NAV, Proxy Portfolio, and the Actual Portfolio for each Fund will 
be made publicly available to all market participants at the same time, 
and (iii) the Trust and any person acting on behalf of the Trust will 
comply with Regulation Fair Disclosure under the Act, including with 
respect to any Custom Basket.
    With respect to Active Proxy Portfolio Shares, all of the Exchange 
member obligations relating to product description and prospectus 
delivery requirements will continue to apply in accordance with 
Exchange rules and federal securities laws, and the Exchange and the 
Financial Industry Regulatory Authority, Inc. (``FINRA'') will continue 
to monitor Exchange members for compliance with such requirements.
Surveillance
    The Exchange represents that trading in the Shares of each Fund 
will be subject to the existing trading surveillances, administered by 
the Exchange, as well as cross-market surveillances administered by 
FINRA on behalf of the Exchange, which are designed to detect 
violations of Exchange rules and applicable federal securities 
laws.\25\ The Exchange represents that these procedures are adequate to 
properly monitor Exchange trading of the Shares of each Fund in all 
trading sessions and to deter and detect violations of Exchange rules 
and federal securities laws applicable to trading on the Exchange.
---------------------------------------------------------------------------

    \25\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares of each Fund and 
underlying exchange-traded instruments with other markets and other 
entities that are members of the ISG, and the Exchange or FINRA, on 
behalf of the Exchange, or both, may obtain trading information 
regarding trading such securities and underlying exchange-traded 
instruments from such markets and other entities. In addition, the 
Exchange may obtain information regarding trading in such securities 
and underlying exchange-traded instruments from markets and other 
entities that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.\26\
---------------------------------------------------------------------------

    \26\ For a list of the current members of ISG, see 
www.isgportal.org.
---------------------------------------------------------------------------

    The Adviser will make available daily to FINRA and the Exchange the 
Actual Portfolio of the Fund, upon request, as necessary to assist with 
the performance of the surveillances and investigations referred to 
above.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    Commentary .03 to NYSE Arca Rule 8.601-E provides that the Exchange 
will implement and maintain written surveillance procedures applicable 
to Active Proxy Portfolio Shares. As part of these surveillance 
procedures, the Investment Company's investment adviser will, upon 
request by the Exchange or FINRA, on behalf of the Exchange, make 
available to the Exchange or FINRA the daily Actual Portfolio holdings 
of each series of Active Proxy Portfolio Shares. The Exchange believes 
that the ability to access the information on an as needed basis will 
provide it with sufficient information to perform the necessary 
regulatory functions associated with listing and trading series of 
Active Proxy Portfolio Shares on the Exchange, including the ability to 
monitor compliance with the initial and continued listing requirements 
as well as the ability to surveil for manipulation of Active Proxy 
Portfolio Shares.
    The Exchange will utilize its existing procedures to monitor issuer 
compliance with the requirements of Rule 8.601-E. For example, the 
Exchange will continue to use intraday alerts that will notify Exchange 
personnel of trading activity throughout the day that may indicate that 
unusual conditions or circumstances are present that could be 
detrimental to the maintenance of a fair and orderly market. The 
Exchange will require from the issuer of a series of Active Proxy 
Portfolio Shares, upon initial listing and periodically thereafter, a 
representation that it is in compliance with Rule 8.601-E. The Exchange 
notes that Commentary .01 to Rule 8.601-E requires an issuer of Active 
Proxy Portfolio Shares to notify the Exchange of any failure to comply 
with the continued listing requirements of Rule 8.601-E. In addition, 
the Exchange will require issuers to represent that they will notify 
the Exchange of any failure to comply with the terms of applicable 
exemptive and no-action relief. As part of its surveillance procedures, 
the Exchange will rely on the foregoing procedures to become aware of 
any non-compliance with the requirements of Rule 8.601-E.
    With respect to each Fund, all statements and representations made 
in this filing regarding (a) the description of the portfolio, (b) 
limitations on portfolio holdings, or (c) the applicability of Exchange 
listing rules specified in this rule filing shall constitute continued 
listing requirements for listing the Shares of each Fund on the 
Exchange. The Exchange will obtain a representation from the Trust, 
prior to commencement of trading in the Shares of each Fund, that it 
will advise the Exchange of any

[[Page 68690]]

failure by a Fund to comply with the continued listing requirements, 
and, pursuant to its obligations under Section 19(g)(1) of the Act, the 
Exchange will monitor for compliance with the continued listing 
requirements. If a Fund is not in compliance with the applicable 
listing requirements, the Exchange will commence delisting procedures 
under NYSE Arca Rule 5.5-E(m).
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\27\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\28\ in particular, in that it 
is designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest.\29\
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78f(b).
    \28\ 15 U.S.C. 78f(b)(5).
    \29\ The Exchange represents that, for initial and continued 
listing, each Fund will be in compliance with Rule 10A-3 under the 
Act, as provided by NYSE Arca Rule 5.3-E.
---------------------------------------------------------------------------

    With respect to the proposed listing and trading of Shares of each 
Fund, the Exchange believes that the proposed rule change is designed 
to prevent fraudulent and manipulative acts and practices in that the 
Shares of each Fund will be listed and traded on the Exchange pursuant 
to the initial and continued listing criteria in NYSE Arca Rule 8.601-
E.
    Each Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order, and the holdings will 
be consistent with all requirements in the Application and Exemptive 
Order.\30\
---------------------------------------------------------------------------

    \30\ See note 14, supra.
---------------------------------------------------------------------------

    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares of each Fund and 
underlying exchange-traded instruments with other markets and other 
entities that are members of the ISG, and the Exchange or FINRA, on 
behalf of the Exchange, or both, may obtain trading information 
regarding trading in the Shares of each Fund and underlying exchange-
traded instruments from such markets and other entities. In addition, 
the Exchange may obtain information regarding trading in the Shares of 
each Fund and underlying exchange-traded instruments from markets and 
other entities that are members of ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement. Any foreign 
common stocks held by a Fund will be traded on an exchange that is a 
member of the ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
    The daily dissemination of the identity and quantity of Proxy 
Portfolio component investments, together with the right of Authorized 
Participants to create and redeem each day at the NAV, will be 
sufficient for market participants to value and trade Shares of each 
Fund in a manner that will not lead to significant deviations between 
the Shares of each Fund's Closing Price or Bid/Ask Price and NAV.
    Each Fund's investments, including derivatives, will be consistent 
with its investment objective and will not be used to enhance leverage 
(although certain derivatives and other investments may result in 
leverage). That is, each Fund's investments will not be used to seek 
performance that is the multiple or inverse multiple (e.g., 2X or -3X) 
of a Fund's primary broad-based securities benchmark index (as defined 
in Form N-1A).
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Exchange will obtain a representation from the Trust that the 
NAV per Share of each Fund will be calculated daily and that the NAV, 
Proxy Portfolio, Actual Portfolio and/or Custom Basket, as applicable, 
for each Fund will be made available to all market participants at the 
same time. Investors can obtain each Fund's SAI, shareholder reports, 
and its Form N-CSR, Form N-PORT, and Form N-CEN. Each Fund's SAI and 
shareholder reports will be available free upon request, and those 
documents and the Form N-CSR, Form N-PORT, and Form N-CEN may be viewed 
on-screen or downloaded from the Commission's website.
    Commentary .03 to NYSE Arca Rule 8.601-E provides that the Exchange 
will implement and maintain written surveillance procedures applicable 
to Active Proxy Portfolio Shares. As part of these surveillance 
procedures, the Investment Company's investment adviser will, upon 
request by the Exchange or FINRA, on behalf of the Exchange, make 
available to the Exchange or FINRA the daily portfolio holdings of each 
series of Active Proxy Portfolio Shares. The Exchange believes that the 
ability to access the information on an as needed basis will provide it 
with sufficient information to perform the necessary regulatory 
functions associated with listing and trading series of Active Proxy 
Portfolio Shares on the Exchange, including the ability to monitor 
compliance with the initial and continued listing requirements as well 
as the ability to surveil for manipulation of Active Proxy Portfolio 
Shares. With respect to each Fund, the Adviser will make available 
daily to FINRA and the Exchange the portfolio holdings of each Fund 
upon request as necessary to facilitate the performance of the 
surveillances and investigations referred to above.
    The Exchange will utilize its existing procedures to monitor 
compliance with the requirements of Rule 8.601-E. For example, the 
Exchange will continue to use intraday alerts that will notify Exchange 
personnel of trading activity throughout the day that may indicate that 
unusual conditions or circumstances are present that could be 
detrimental to the maintenance of a fair and orderly market. The 
Exchange will require from the Trust, upon initial listing and 
periodically thereafter, a representation that it is in compliance with 
Rule 8.601-E. The Exchange notes that Commentary .01 to Rule 8.601-E 
requires the issuer of Shares of each Fund to notify the Exchange of 
any failure to comply with the continued listing requirements of Rule 
8.601-E. In addition, the Exchange will require the issuer to represent 
that it will notify the Exchange of any failure to comply with the 
terms of applicable exemptive and no-action relief. The Exchange will 
rely on the foregoing procedures to become aware of any non-compliance 
with the requirements of Rule 8.601-E.
    In addition, with respect to each Fund, a large amount of 
information will be publicly available regarding each Fund and the 
Shares of each Fund, thereby promoting market transparency.
    Quotation and last sale information for the Shares of each Fund and 
U.S. exchange-traded instruments (excluding futures contracts) will be 
available via the CTA high-speed line, from the exchanges on which such 
securities trade, or through major market data vendors or subscription 
services. Quotation and last sale information for futures contracts 
will be available from the exchanges on which they trade. Intraday 
price information for all exchange-traded instruments, which include 
all eligible instruments except cash and cash equivalents, will be 
available from the exchanges on which they trade, or through major 
market data vendors or subscription services. Intraday price 
information for cash equivalents is available through major market data 
vendors, subscription services and/or pricing services.
    The Funds' website will include a form of the prospectus that may 
be

[[Page 68691]]

downloaded, and additional data relating to NAV and other applicable 
quantitative information, updated on a daily basis. Trading in Shares 
of each Fund will be halted if the circuit breaker parameters in NYSE 
Arca Rule 7.12-E have been reached or because of market conditions or 
for reasons that, in the view of the Exchange, make trading in the 
Shares of each Fund inadvisable. Trading in the Shares of each Fund 
will be subject to NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth 
circumstances under which Shares of each Fund will be halted. In 
addition, as noted above, investors will have ready access to the Proxy 
Portfolio and quotation and last sale information for the Shares of 
each Fund. The identity and quantity of investments in the Proxy 
Portfolio will be publicly available on the Funds' website before the 
commencement of trading in Shares of each Fund on each Business Day. 
The Shares of each Fund will conform to the initial and continued 
listing criteria under Rule 8.601-E.\31\
---------------------------------------------------------------------------

    \31\ See note 4, supra.
---------------------------------------------------------------------------

    Each Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order, and the holdings will 
be consistent with all requirements in the Application and Exemptive 
Order.\32\ Any foreign common stocks held by a Fund will be traded on 
an exchange that is a member of the ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \32\ See note 14, supra.
---------------------------------------------------------------------------

    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of actively-managed exchange-traded product that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace. The Exchange will obtain a 
representation from the Adviser, prior to commencement of trading in 
the Shares of each Fund, that it will advise the Exchange of any 
failure by a Fund to comply with the continued listing requirements, 
and, pursuant to its obligations under Section 19(g)(1) of the Act, the 
Exchange will monitor for compliance with the continued listing 
requirements. If a Fund is not in compliance with the applicable 
listing requirements, the Exchange will commence delisting procedures 
under NYSE Arca Rule 5.5-E(m).
    As noted above, the Exchange has in place surveillance procedures 
relating to trading in the Shares of each Fund and may obtain 
information via ISG from other exchanges that are members of ISG or 
with which the Exchange has entered into a comprehensive surveillance 
sharing agreement. In addition, as noted above, investors will have 
ready access to information regarding quotation and last sale 
information for the Shares of each Fund.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange believes the 
proposed rule change would permit listing and trading of additional 
actively-managed ETFs that have characteristics different from existing 
actively-managed and index ETFs and would introduce additional 
competition among various ETF products to the benefit of investors.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \33\ and Rule 19b-4(f)(6) thereunder.\34\ 
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 prior to 
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 and Rule 19b-
4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \34\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act normally does not become operative for 30 days after the date of 
its filing. However, Rule 19b-4(f)(6)(iii) \35\ permits the Commission 
to designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has 
requested that the Commission waive the 30-day operative delay so that 
the proposal may become operative immediately upon filing. The Exchange 
notes that the Commission has approved and noticed for immediate 
effectiveness proposed rule changes to permit listing and trading on 
the Exchange of Active Proxy Portfolio Shares similar to the Funds,\36\ 
and this proposal raises no novel legal or regulatory issues. Thus, the 
Commission believes that 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.\37\
---------------------------------------------------------------------------

    \35\ 17 CFR 240.19b-4(f)(6)(iii).
    \36\ See supra notes 10 and 11.
    \37\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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.

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

    <bullet> Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5e2c2b323b733d3133333b302a2d1e2d3b3d70393128"><span class="__cf_email__" data-cfemail="384a4d545d155b5755555d564c4b784b5d5b165f574e">[email protected]</span></a>. Please include 
file number
    SR-NYSEARCA-2023-67 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-NYSEARCA-2023-67. 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

[[Page 68692]]

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 a.m. and 3 p.m. Copies of the 
filing also will be available for inspection and copying at the 
principal office of the Exchange. Do not include personal identifiable 
information in submissions; you should submit only information that you 
wish to make available publicly. We may redact in part or withhold 
entirely from publication submitted material that is obscene or subject 
to copyright protection. All submissions should refer to file number 
SR-NYSEARCA-2023-67 and should be submitted on or before October 25, 
2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\38\
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    \38\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-22039 Filed 10-3-23; 8:45 am]
BILLING CODE 8011-01-P


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