29810 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 89185 

(June 29, 2020), 85 FR 40328 (July 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 a investment 

company registered under the Investment Company 

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

an open-end management investment company that 

invests in a portfolio of securities selected by the 

Investment Company’s investment adviser 

consistent with the Investment Company’s 

investment objectives and policies; (b) is issued in 

a specified minimum number of shares, or 

multiples thereof, in return for a deposit by the 

purchaser of the Proxy Portfolio and/or cash with 

a value equal to the next determined net asset value 

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

minimum number of Active Proxy Portfolio Shares, 

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

request in return for the Proxy Portfolio and/or cash 

to the holder by the issuer with a value equal to 

the next determined NAV; and (d) the portfolio 

holdings for which are disclosed within at least 60 

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

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

Portfolio’’ means the identities and quantities of the 

securities and other assets held by the Investment 

Company that shall form the basis for the 

Investment Company’s calculation of NAV at the 

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

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

a specified portfolio of securities, other financial 

instruments and/or cash designed to track closely 

the daily performance of the Actual Portfolio of a 

series of Active Proxy Portfolio Shares as provided 

in the exemptive relief pursuant to the Investment 

Company Act of 1940 applicable to such series.’’ 

5The Commission has previously approved 

listing and trading on the Exchange of a number of 

issues of Managed Fund Shares under NYSE Arca 

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

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

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

approving Exchange listing and trading of twelve 

actively-managed funds of the WisdomTree Trust); 

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

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

FOR FURTHER INFORMATION CONTACT: 

Sean Robinson, 202–268–8405. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on May 26, 2021, 

it filed with the Postal Regulatory 

Commission a USPS Request to Add 

Priority Mail Contract 702 to 

Competitive Product List. Documents 

are available at www.prc.gov, Docket 

Nos. MC2021–94, CP2021–97. 

Sean Robinson, 

Attorney, Corporate and Postal Business Law. 

[FR Doc. 2021–11699 Filed 6–2–21; 8:45 am] 

BILLING CODE 7710–12–P 

POSTAL SERVICE 

Product Change—Priority Mail 

Negotiated Service Agreement 

AGENCY: Postal ServiceTM. 

ACTION: Notice. 

SUMMARY: The Postal Service gives 

notice of filing a request with the Postal 

Regulatory Commission to add a 

domestic shipping services contract to 

the list of Negotiated Service 

Agreements in the Mail Classification 

Schedule’s Competitive Products List. 

DATES: Date of required notice: June 3, 

2021. 

FOR FURTHER INFORMATION CONTACT: 

Sean Robinson, 202–268–8405. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on May 19, 2021, 

it filed with the Postal Regulatory 

Commission a USPS Request to Add 

Priority Mail Contract 701 to 

Competitive Product List. Documents 

are available at www.prc.gov, Docket 

Nos. MC2021–93, CP2021–96. 

Sean Robinson, 

Attorney, Corporate and Postal Business Law. 

[FR Doc. 2021–11698 Filed 6–2–21; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92052; File No. SR– 

NYSEArca–2021–44] 

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 Sustainable 

Growth ETF 

May 27, 2021. 

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 May 21, 

2021, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I 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 

The Exchange proposes to list and 

trade shares of the American Century 

Sustainable Growth ETF under NYSE 

Arca Rule 8.601–E. 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’’) as Active 

Proxy Portfolio Shares of the American 

Century® Sustainable Growth ETF (the 

‘‘Fund’’) under Rule 8.601–E. 

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 5


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Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 29811 

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). 

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

‘‘Disclosed Portfolio’’ as the identities and 

quantities of the securities and other assets held by 

the Investment Company that will form the basis for 

the Investment Company’s calculation of net asset 

value at the end of the business day. NYSE Arca 

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

Portfolio will be disseminated at least once daily 

and will be made available to all market 

participants at the same time. 

7A mutual fund is required to file with the 

Commission its complete portfolio schedules for the 

second and fourth fiscal quarters on Form N–CSR 

under the 1940 Act. Information reported on Form 

N–PORT for the third month of the Fund’s fiscal 

quarter will be made publicly available 60 days 

after the end of the Fund’s fiscal quarter. Form 

N–PORT requires reporting of the 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 the Fund’s 

Statement of Additional Information (‘‘SAI’’), its 

Shareholder Reports, its Form N–CSR, filed twice 

a year, and its Form N–CEN, filed annually. The 

Fund’s 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. 

8See 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) (‘‘Natixis 

Order’’); 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) (‘‘American Century Order’’); 

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) (‘‘T. Rowe Price Approval 

Order’’); 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). See also Securities Exchange Act 

Release No. 88887 (May 15, 2020), 85 FR 30990 

(May 21, 2020)(SR–CboeBZX–2019–107) (Notice of 

Filing of Amendment No. 5 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment No. 5, to Adopt Rule 

14.11(m), Tracking Fund Shares, and to List and 

Trade Shares of the Fidelity Blue Chip Value ETF, 

Fidelity Blue Chip Growth ETF, and Fidelity New 

Millennium ETF). 

9The Trust is registered under the 1940 Act. On 

April 15, 2021, the Trust filed a registration 

statement on Form N–1A under the Securities Act 

of 1933 (15 U.S.C. 77a) and under the 1940 Act 

relating to the Fund (File Nos. 333–221045 and 

811–23305 (the ‘‘Registration Statement’’). The 

Trust filed an application for an order under 

Section 6(c) of the 1940 Act for exemptions from 

various provisions of the 1940 Act and rules 

thereunder (File No. 812–15082), dated April 9, 

2020 (‘‘Application’’). On May 12, 2020, the 

Commission issued an order (‘‘Exemptive Order’’) 

under the 1940 Act granting the exemptions 

requested in the Application (Investment Company 

Act Release No. 33862, May 12, 2020). Investments 

made by the Fund will comply with the conditions 

set forth in the Application and the Exemptive 

Order. The description of the operation of the Fund 

herein is based, in part, on the Registration 

Statement and the Application. The Exchange will 

not commence trading in Shares of the Fund until 

the Registration Statement is effective. 

10An 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. 

and for which a ‘‘Disclosed Portfolio’’ is 

required to be disseminated at least 

once daily,6 the portfolio for each series 

of Active Proxy Portfolio Shares will be 

publicly disclosed within at least 60 

days following the end of every fiscal 

quarter in accordance with normal 

disclosure requirements otherwise 

applicable to open-end management 

investment companies registered under 

the Investment Company Act of 1940 

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

the portfolio of each series of Active 

Proxy Portfolio Shares will 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 

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. 

The Commission has previously 

approved listing and trading on the 

Exchange of series of Active Proxy 

Portfolio Shares under NYSE Arca Rule 

8.601–E.8 The Fund is a series of the 

American Century ETF Trust (the 

‘‘Trust’’), a Delaware statutory trust.9

The investment adviser for the Fund 

will be American Century Investment 

Management, Inc. (‘‘Adviser’’). State 

Street Bank and Trust Company will 

serve as the Fund’s transfer agent, 

custodian, and will conduct certain 

administrative functions. Foreside Fund 

Services, LLC, a registered broker 

dealer, will serve as the distributor 

(‘‘Distributor’’) of the Shares. 

Commentary .04 to NYSE Arca Rule 

8.601–E provides that, if the investment 

adviser to the Investment Company 

issuing Active Proxy Portfolio Shares is 

registered as a broker-dealer or is 

affiliated with a broker-dealer, such 

investment adviser will erect and 

maintain a ‘‘fire wall’’ between the 

investment adviser and personnel of the 

broker-dealer or broker-dealer affiliate, 

as applicable, with respect to access to 

information concerning the composition 

and/or changes to such Investment 

Company’s Actual Portfolio and/or 

Proxy Portfolio. Any person related to 

the investment adviser or Investment 

Company who makes decisions 

pertaining to the Investment Company’s 

Actual Portfolio and/or Proxy Portfolio 

or has access to non-public information 

regarding the Investment Company’s 

Actual Portfolio and/or Proxy Portfolio 

or changes thereto must be subject to 

procedures reasonably designed to 

prevent the use and dissemination of 

material non-public information 

regarding the Actual Portfolio and/or 

Proxy Portfolio or changes thereto. 

Commentary .04 is similar to 

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

Arca Rule 5.2–E(j)(3); however, 

Commentary .04, in connection with the 

establishment of a ‘‘fire wall’’ between 

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

fund’s portfolio, not an underlying 

benchmark index, as is the case with 

index-based funds.10 Commentary .04 is 

also similar to Commentary .06 to Rule 

8.600–E related to Managed Fund 

Shares, except that Commentary .04 


khammond on DSKJM1Z7X2PROD with NOTICES
29812 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

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

the Exchange is open, including any day when the 

Fund satisfies redemption requests as required by 

Section 22(e) of the 1940 Act. 

12The Application and Exemptive Order 

incorporates by reference the terms and conditions 

of a previous order granting the same relief, as that 

order may be amended from time to time. See 

Natixis ETF Trust II, et al., Investment Company 

Act Rel. Nos. 33684 (November 14, 2019) (notice) 

and 33711 (December 10, 2019) (order) (the 

‘‘Reference Order’’). Pursuant to the Reference 

Order as incorporated by reference into the 

Application and Exemptive Order, the permissible 

investments for the Fund include only the 

following instruments: ETFs; exchange-traded notes 

(‘‘ETNs’’); exchange-traded common stocks; 

exchange-traded preferred stocks; exchange-traded 

American Depositary Receipts (‘‘ADRs’’); exchangetraded real estate investment trusts (‘‘REITs’’); 

exchange-traded commodity pools; exchange-traded 

metals trusts; exchange-traded currency trusts; 

common stocks listed on a foreign exchange that 

trade on such exchange synchronously with the 

Shares (‘‘foreign common stocks’’) in the 

Exchange’s Core Trading Session (normally 9:30 

a.m. to 4:00 p.m. Eastern time (‘‘E.T.’’)); exchangetraded futures that trade synchronously with the 

Fund’s Shares as well as cash and cash equivalents. 

With the exception of foreign common stocks and 

cash and cash equivalents, all holdings of the Fund 

relates to establishment and 

maintenance of a ‘‘fire wall’’ between 

the investment adviser and personnel of 

the broker-dealer or broker-dealer 

affiliate, as applicable, applicable to an 

Investment Company’s Actual Portfolio 

and/or Proxy Portfolio or changes 

thereto, and not just to the underlying 

portfolio, as is the case with Managed 

Fund Shares. 

In addition, Commentary .05 to Rule 

8.601–E provides that any person or 

entity, including a custodian, Reporting 

Authority, distributor, or administrator, 

who has access to non-public 

information regarding the Investment 

Company’s Actual Portfolio or the Proxy 

Portfolio or changes thereto, must be 

subject to procedures reasonably 

designed to prevent the use and 

dissemination of material non-public 

information regarding the applicable 

Investment Company Actual Portfolio or 

the Proxy Portfolio or changes thereto. 

Moreover, if any such person or entity 

is registered as a broker-dealer or 

affiliated with a broker-dealer, such 

person or entity will erect and maintain 

a ‘‘fire wall’’ between the person or 

entity and the broker-dealer with 

respect to access to information 

concerning the composition and/or 

changes to such Investment Company 

Actual Portfolio or Proxy Portfolio. 

The Adviser is not registered as a 

broker-dealer but is affiliated with a 

broker-dealer. The Adviser has 

implemented and will maintain a ‘‘fire 

wall’’ with respect to such broker-dealer 

affiliate regarding access to information 

concerning the composition of and/or 

changes to the Fund’s Actual Portfolio 

and/or Proxy Portfolio. In the event (a) 

the Adviser becomes registered as a 

broker-dealer or newly affiliated with a 

broker-dealer, or (b) any new adviser or 

sub-adviser is or becomes a registered 

broker-dealer or affiliated with a brokerdealer, it will implement and maintain 

a fire wall with respect to its relevant 

personnel or its broker-dealer affiliate 

regarding access to information 

concerning the composition and/or 

changes to the Fund’s Actual Portfolio 

and/or Proxy Portfolio, and will be 

subject to procedures designed to 

prevent the use and dissemination of 

material non-public information 

regarding the Fund’s Actual Portfolio 

and/or Proxy Portfolio or changes 

thereto. Any person related to the 

Adviser or the Fund who makes 

decisions pertaining to the Fund’s 

Actual Portfolio or Proxy Portfolio or 

has access to non-public information 

regarding the Fund’s Actual Portfolio 

and/or the Proxy Portfolio or changes 

thereto is subject to procedures 

reasonably designed to prevent the use 

and dissemination of material nonpublic information regarding the Fund’s 

Actual Portfolio and/or the Proxy 

Portfolio or changes thereto. 

In addition, any person or entity, 

including any service provider for the 

Fund, who has access to non-public 

information regarding the Fund’s Actual 

Portfolio or the Proxy Portfolio or 

changes thereto, will be subject to 

procedures reasonably designed to 

prevent the use and dissemination of 

material non-public information 

regarding the Fund’s Actual Portfolio 

and/or the Proxy Portfolio or changes 

thereto. Moreover, if any such person or 

entity is registered as a broker-dealer or 

affiliated with a broker-dealer, such 

person or entity has erected and will 

maintain a ‘‘fire wall’’ between the 

person or entity and the broker-dealer 

with respect to access to information 

concerning the composition and/or 

changes to the Fund’s Actual Portfolio 

and/or Proxy Portfolio. 

Description of the Fund 

According to the Registration 

Statement, each ‘‘Business Day’’ 11

before commencement of the trading of 

Shares, the Fund will publish on its 

website a Proxy Portfolio designed to 

closely track the daily performance of 

the Fund but the Proxy Portfolio will 

not be the Fund’s Actual Portfolio. 

The Proxy Portfolio will be designed 

to closely track the daily performance of 

the Actual Portfolio and to reflect the 

economic exposures and risk 

characteristics of the Fund’s actual 

holdings on each trading day. According 

to the Registration Statement, this 

would be achieved by performing an 

analysis of the Fund’s Actual Portfolio 

(‘‘Factor Model’’). The Factor Model is 

comprised of three sets of factors or 

analytical metrics: Market-based factors, 

fundamental factors, and industry/ 

sector factors. The Fund will have a 

universe of securities (the ‘‘Model 

Universe’’) that will be used to generate 

its Proxy Portfolio. The Model Universe 

will be comprised solely of securities 

that the Fund can purchase and will be 

a financial index or stated portfolio of 

securities from which Fund investments 

will be selected. The results of the 

Factor Model analysis of the Fund’s 

Actual Portfolio are then applied to the 

Fund’s Model Universe. The daily 

rebalanced Proxy Portfolio is then 

generated as a result of this Model 

Universe analysis with the Proxy 

Portfolio being a small sub-set of the 

Model Universe. The Factor Model is 

applied to both the Actual Portfolio and 

the Model Universe to construct the 

Fund’s Proxy Portfolio that performs in 

a manner substantially identical to the 

performance of its Actual Portfolio. 

The identity and quantity of Proxy 

Portfolio component investments and 

the overlap between the holdings of the 

prior Business Day’s Proxy Portfolio 

compared to the Actual Portfolio 

(‘‘Proxy Overlap’’) will be publicly 

available on the Fund’s website before 

the commencement of trading in Shares 

on each Business Day. The Proxy 

Portfolio published on the Fund’s 

website each Business Day 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 

Fund’s website will note that the Proxy 

Overlap is calculated based on the 

Proxy Portfolio and Actual Portfolio 

holdings as of the prior Business Day. 

The Proxy Overlap will be calculated by 

taking the lesser weight of each asset 

held in common between the Actual 

Portfolio and the Proxy Portfolio and 

adding the totals. 

The Proxy Portfolio aims to allow 

market participants to assess the 

intraday value and associated risk of the 

Fund’s Actual Portfolio. The Proxy 

Portfolio will only include securities 

that are allowed to be held in the Actual 

Portfolio. 

The 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.12


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Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 29813 

will be listed on a U.S. national securities exchange 

or a U.S. futures exchange. For purposes of this 

filing, cash equivalents are short-term U.S. Treasury 

securities, government money market funds, and 

repurchase agreements. The 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. 

13See notes 9 & 12, supra. 14 [sic] 

15The records relating to Bid/Ask Prices will be 

retained by the Fund or its service providers. The 

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

and lowest offer based upon the National Best Bid 

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

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

current national best bid and national best offer as 

disseminated by the Consolidated Quotation 

System or UTP Plan Securities Information 

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

official closing price of the Shares on the Exchange. 

16The ‘‘premium/discount’’ refers to the 

premium or discount to NAV at the end of a trading 

day and will be calculated based on the last Bid/ 

Ask Price or the Closing Price on a given trading 

day. 

17See 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 Investment 

Company Act of 1940 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 Proxy Portfolio. 

Any foreign common stocks held by the 

Fund will be traded on an exchange that 

is a member of the Intermarket 

Surveillance Group (‘‘ISG’’) or with 

which the Exchange has in place a 

comprehensive surveillance sharing 

agreement. 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek capital appreciation. 

The Fund will generally invest in 

exchange-traded common stocks of large 

capitalization companies. Under normal 

circumstances, the Fund will invest at 

least 80% of the Fund’s net assets in 

sustainable securities, defined as 

securities to which the Adviser’s 

proprietary model assigns an 

environmental, social, and governance 

(‘‘ESG’’) score that is in the top three 

quartiles of the ESG scores the model 

assigns to all of the securities in the 

Fund’s benchmark, the Russell 1000 

Growth Index. 

Investment Restrictions 

The Shares of the Fund will conform 

to the initial and continued listing 

criteria under Rule 8.601–E. The Fund’s 

holdings will be limited to and 

consistent with permissible holdings as 

described in the Application and 

Exemptive Order and all requirements 

in the Application and Exemptive 

Order.13

The Fund’s investments, including 

derivatives, will be consistent with their 

investment objectives and will not be 

used to enhance leverage (although 

certain derivatives and other 

investments may result in leverage). 

That is, the Fund’s investments will not 

be used to seek performance that is the 

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

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

securities benchmark index (as defined 

in Form N–1A). 

Purchases and Redemptions of Shares 

According to the Registration 

Statement, the Trust will offer, issue 

and sell Shares of the Fund to investors 

only in specified minimum size 

‘‘Creation Units’’ through the Distributor 

on a continuous basis at the NAV per 

Share next determined after an order in 

proper form is received. The NAV of the 

Fund is expected to be determined as of 

4:00 p.m. E.T. on each Business Day. 

The Trust will sell and redeem Creation 

Units of the Fund only on a Business 

Day. A Creation Unit will generally 

consist of at least 10,000 Shares. 

According to the Registration 

Statement, Shares will be purchased 

and redeemed in Creation Units and 

generally on an in-kind basis of a 

designated portfolio of securities 

(including any portion of such securities 

for which cash may be substituted) and 

the ‘‘Cash Component,’’ which is an 

amount equal to the difference between 

the NAV of the Shares (per Creation 

Unit) and the ‘‘Deposit Amount,’’ which 

is an amount equal to the market value 

of the Deposit Securities, and serves to 

compensate for any differences between 

the NAV per Creation Unit and the 

Deposit Amount. Together, the Deposit 

Securities and the Cash Component 

constitute the ‘‘Fund Deposit,’’ which 

will be applicable (subject to possible 

amendment or correction) to creation 

requests received in proper form. The 

Fund Deposit represents the minimum 

initial and subsequent investment 

amount for a Creation Unit of the Fund. 

The names and quantities of the 

instruments that constitute the Fund 

Deposit will be the same as the Fund’s 

Proxy Portfolio, except to the extent 

purchases and redemptions are made 

entirely or in part on a cash basis.14 If 

there is a difference between the NAV 

attributable to a Creation Unit and the 

aggregate market value of the Creation 

Basket exchanged for the Creation Unit, 

the party conveying instruments with 

the lower value will also pay to the 

other an amount in cash equal to that 

difference (the ‘‘Cash Amount’’). 

Each Business Day, before the open of 

trading on the Exchange (9:30 a.m. E.T.), 

the Fund will cause to be published 

through the National Securities Clearing 

Corporation (‘‘NSCC’’) the names and 

the required number of shares of each 

Deposit Security and the amount of the 

Cash Component (if any) to be included 

in the current Fund Deposit (based on 

information as of the end of the 

previous Business Day for the Fund). 

All orders to purchase and redeem 

Creation Units must be placed with the 

Distributor by or through an authorized 

participant, which has a written 

agreement with the Distributor that 

allows the authorized participant to 

place orders for the purchase and 

redemption of Creation Units 

(‘‘Authorized Participant’’). Only an 

Authorized Participant may create or 

redeem Creation Units directly with the 

Fund. 

Validly submitted orders to purchase 

or redeem Creation Units on each 

Business Day will be accepted until the 

end of the Core Trading Session (the 

‘‘Closing Time’’), generally 4:00 p.m. 

E.T., on the Business Day that the order 

is placed (the ‘‘Transmittal Date’’). All 

Creation Unit orders must be received 

by the Distributor no later than two 

hours prior to the Closing Time 

(normally 2 p.m. E.T.) in order to 

receive the NAV determined on the 

Transmittal Date. When the Exchange 

closes earlier than normal, the Fund 

may require orders for Creation Units to 

be placed earlier in the Business Day. 

Availability of Information 

The Fund’s website 

(www.americancenturyetfs.com), which 

will be publicly available prior to the 

public offering of Shares, will include a 

form of the prospectus for the Fund that 

may be downloaded. The Fund’s 

website will include on a daily basis, 

per Share for the Fund, the prior 

Business Day’s NAV and the ‘‘Closing 

Price’’ or ‘‘Bid/Ask Price,’’ 15 and a 

calculation of the premium/discount of 

the Closing Price or Bid/Ask Price 

against such NAV.16 The Adviser has 

represented that the Fund’s website will 

also provide: (1) Any other information 

regarding premiums/discounts as may 

be required for other ETFs under Rule 

6c–11 under the 1940 Act, as amended, 

and (2) any information regarding the 

bid/ask spread for the Fund as may be 

required for other ETFs under Rule 6c– 

11 under the 1940 Act, as amended. The 

website and information will be 

publicly available at no charge. The 

website also will disclose the 

information required under Rule 8.601– 

E(c)(3).17

The Proxy Portfolio holdings 

(including the identity and quantity of 

investments in the Proxy Portfolio) will 


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29814 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

18See note 7, supra. 19See NYSE Arca Rule 7.12–E. 

20FINRA 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. 

be publicly available on the Fund’s 

website before the commencement of 

trading in Shares on each Business Day. 

Typical mutual fund-style annual, 

semi-annual and quarterly disclosures 

contained in the Fund’s Commission 

filings will be provided on the Fund’s 

website on a current basis.18 Thus, the 

Fund will publish the portfolio contents 

of its Actual Portfolio on a periodic 

basis within at least 60 days following 

the end of every fiscal quarter. 

Investors can also obtain the Fund’s 

prospectus, SAI, shareholder reports, 

Form N–CSR, Form N–PORT and Form 

N–CEN. Investors may access complete 

portfolio schedules for the Fund on 

Form N–CSR and Form N–PORT. The 

prospectus, SAI and shareholder reports 

will be available free upon request from 

the Fund, and those documents and the 

Form N–CSR, Form N–PORT and Form 

N–CEN may be viewed on-screen or 

downloaded from the Commission’s 

website at http://www.sec.gov. The 

Exchange also notes that pursuant to the 

Application, the Fund must comply 

with Regulation Fair Disclosure, which 

prohibits selective disclosure of any 

material non-public information. 

Information regarding the market 

price of Shares and trading volume in 

Shares, 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 will be 

published daily in the financial section 

of newspapers. 

Quotation and last sale information 

for the Shares 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. Intraday price 

information for all exchange-traded 

instruments, which include all eligible 

instruments and futures contracts but 

not 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 

the Fund.19 Trading in Shares of the 

Fund will be halted if the circuit breaker 

parameters in NYSE Arca Rule 7.12–E 

have been reached. Trading also may be 

halted because of market conditions or 

for reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. Trading in the Shares will 

be subject to NYSE Arca Rule 8.601– 

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

circumstances under which Shares of 

the Fund will be halted. 

Specifically, Rule 8.601–E(d)(2)(D) 

provides that the Exchange may 

consider all relevant factors in 

exercising its discretion to halt trading 

in a series of Active Proxy Portfolio 

Shares. Trading may be halted because 

of market conditions or for reasons that, 

in the view of the Exchange, make 

trading in the series of Active Proxy 

Portfolio Shares inadvisable. These may 

include: (a) The extent to which trading 

is not occurring in the securities and/or 

the financial instruments composing the 

Proxy Portfolio and/or Actual Portfolio; 

or (b) whether other unusual conditions 

or circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. 

In addition, 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 to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Shares will trade on 

the NYSE Arca Marketplace in all 

trading sessions in accordance with 

NYSE Arca Rule 7.34–E(a). As provided 

in NYSE Arca Rule 7.6–E, the minimum 

price variation (‘‘MPV’’) for quoting and 

entry of orders in equity securities 

traded on the NYSE Arca Marketplace is 

$0.01, with the exception of securities 

that are priced less than $1.00 for which 

the MPV for order entry is $0.0001. 

The Shares will conform to the initial 

and continued listing criteria under 

NYSE Arca Rule 8.601–E. The Exchange 

has appropriate rules to facilitate 

trading in the Shares during all trading 

sessions. 

A minimum of 100,000 Shares for the 

Fund will be outstanding at the 

commencement of trading on the 

Exchange. In addition, pursuant to Rule 

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

commencement of trading in the Shares, 

will obtain a representation from the 

Trust that the NAV per Share will be 

calculated daily and that the NAV, 

Proxy Portfolio and the Actual Portfolio 

for the Fund will be made available to 

all market participants at the same time. 

With respect to Active Proxy Portfolio 

Shares, all of the Exchange member 

obligations relating to product 

description and prospectus delivery 

requirements will continue to apply in 

accordance with Exchange rules and 

federal securities laws, and the 

Exchange and the Financial Industry 

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

will continue to monitor Exchange 

members for compliance with such 

requirements. 

Surveillance 

The Exchange represents that trading 

in the Shares will be subject to the 

existing trading surveillances, 

administered by the Exchange, as well 

as cross market surveillances 

administered by FINRA on behalf of the 

Exchange, which are designed to detect 

violations of Exchange rules and 

applicable federal securities laws.20 The 

Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

federal securities laws applicable to 

trading on the Exchange. 

The surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

FINRA, on behalf of the Exchange, or 

the Exchange or both will communicate 

as needed regarding trading in the 

Shares and underlying exchange-traded 

instruments with other markets and 

other entities that are members of the 

ISG, and FINRA, on behalf of the 

Exchange, or the Exchange or both may 

obtain trading information regarding 

trading such securities and exchangetraded instruments from such markets 

and other entities. In addition, the 

Exchange may obtain information 

regarding trading in such securities and 

exchange-traded instruments from 


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Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 29815 

21For a list of the current members of ISG, see 

www.isgportal.org. 

22 15 U.S.C. 78f(b). 

23 15 U.S.C. 78f(b)(5). 

24The Exchange represents that, for initial and 

continued listing, the Fund will be in compliance 

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

NYSE Arca Rule 5.3–E. 25See note 9, supra. 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement.21

The Advisor will make available daily 

to FINRA and the Exchange the Actual 

Portfolio of the Fund, upon request, in 

order to facilitate the performance of the 

surveillances referred to above. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Commentary .03 to NYSE Arca Rule 

8.601–E provides that the Exchange will 

implement and maintain written 

surveillance procedures for Active 

Proxy Portfolio Shares. As part of these 

surveillance procedures, the Investment 

Company’s investment adviser will 

upon request by the Exchange or 

FINRA, on behalf of the Exchange, make 

available to the Exchange or FINRA the 

daily Actual Portfolio holdings of each 

series of Active Proxy Portfolio Shares. 

The Exchange believes that the ability to 

access the information on an as needed 

basis will provide it with sufficient 

information to perform the necessary 

regulatory functions associated with 

listing and trading series of Active 

Proxy Portfolio Shares on the Exchange, 

including the ability to monitor 

compliance with the initial and 

continued listing requirements as well 

as the ability to surveil for manipulation 

of Active Proxy Portfolio Shares. 

The Exchange will utilize its existing 

procedures to monitor the Fund’s 

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 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 Trust to represent that 

it will notify the Exchange of any failure 

to comply with the terms of applicable 

exemptive and no-action relief. As part 

of its surveillance procedures, the 

Exchange will rely on the foregoing 

procedures to become aware of any noncompliance with the requirements of 

Rule 8.601–E. 

With respect to the Fund, all 

statements and representations made in 

this filing regarding (a) the description 

of the portfolio or reference asset, (b) 

limitations on portfolio holdings or 

reference assets, or (c) the applicability 

of Exchange listing rules specified in 

this rule filing shall constitute 

continued listing requirements for 

listing the Shares on the Exchange. The 

Exchange will obtain a representation 

from the Trust, prior to commencement 

of trading in the Shares of the Fund, that 

it will advise the Exchange of any 

failure by the Fund to comply with the 

continued listing requirements, and, 

pursuant to its obligations under 

Section 19(g)(1) of the Act, the Exchange 

will monitor for compliance with the 

continued listing requirements. If the 

Fund is not in compliance with the 

applicable listing requirements, the 

Exchange will commence delisting 

procedures under NYSE Arca Rule 5.5– 

E(m). 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,22 in general, and 

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

of the Act,23 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.24

With respect to the proposed listing 

and trading of Shares of the Fund, the 

Exchange believes that the proposed 

rule change is designed to prevent 

fraudulent and manipulative acts and 

practices in that the Shares will be 

listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Rule 

8.601–E. One hundred percent of the 

value of the Fund’s Actual Portfolio 

(except for cash and cash equivalents) at 

the time of purchase will be listed on 

U.S. or foreign securities exchanges (or, 

in the limited case of futures contracts, 

U.S. futures exchanges). The listing and 

trading of such U.S. securities is subject 

to rules of the exchanges on which they 

are listed and traded, as approved by the 

Commission. 

The 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.25

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares and underlying 

exchange-traded instruments with other 

markets and other entities that are 

members of the ISG, and the Exchange 

or FINRA, on behalf of the Exchange, or 

both, may obtain trading information 

regarding trading such securities and 

exchange-traded instruments from such 

markets and other entities. In addition, 

the Exchange may obtain information 

regarding trading in the Shares and 

exchange-traded instruments from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. Any 

foreign common stocks held by the 

Fund will be traded on an exchange that 

is a member of the ISG or with which 

the Exchange has in place a 

comprehensive surveillance sharing 

agreement. 

The daily dissemination of the 

identity and quantity of Proxy Portfolio 

component investments, together with 

the right of Authorized Participants to 

create and redeem each day at the NAV, 

will be sufficient for market participants 

to value and trade Shares in a manner 

that will not lead to significant 

deviations between the Bid/Ask Price 

and NAV of the Shares. 

The Fund’s investments, including 

derivatives, will be consistent with its 

investment objective and will not be 

used to enhance leverage (although 

certain derivatives and other 

investments may result in leverage). 

That is, the Fund’s investments will not 

be used to seek performance that is the 

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

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

securities benchmark index (as defined 

in Form N–1A). 

With respect to the Fund, 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, 

prior to commencement of trading in the 

Shares, that the NAV per Share of the 

Fund will be calculated daily and that 

the NAV, Proxy Portfolio and Actual 

Portfolio for the Fund will be made 

available to all market participants at 

the same time. Investors can also obtain 

the Fund’s SAI, shareholder reports, and 


khammond on DSKJM1Z7X2PROD with NOTICES
29816 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

26See note 9, supra. 

its Form N–CSR, Form N–PORT and 

Form N–CEN. The Fund’s SAI and 

shareholder reports will be available 

free upon request from the Fund, and 

those documents and the Form N–CSR, 

Form N–PORT and Form N–CEN may 

be viewed on-screen or downloaded 

from the Commission’s website. 

Commentary .03 to NYSE Arca Rule 

8.601–E provides that the Exchange will 

implement and maintain written 

surveillance procedures for Active 

Proxy Portfolio Shares. As part of these 

surveillance procedures, the Investment 

Company’s investment adviser will, 

upon request by the Exchange or 

FINRA, on behalf of the Exchange, make 

available to the Exchange or FINRA the 

daily 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 the Fund, the Adviser will 

make available daily to FINRA and the 

Exchange the portfolio holdings of the 

Fund upon request in order to facilitate 

the performance of the surveillances 

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 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 Trust 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 noncompliance with the requirements of 

Rule 8.601–E. 

In addition, with respect to the Fund, 

a large amount of information will be 

publicly available regarding the Fund 

and the Shares, thereby promoting 

market transparency. 

Quotation and last sale information 

for the Shares 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. Intraday price 

information for all exchange-traded 

instruments, which include all eligible 

instruments and futures contracts but 

not 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 website for the Fund will include 

a form of the prospectus that may be 

downloaded, and additional data 

relating to NAV and other applicable 

quantitative information, updated on a 

daily basis. Trading in Shares of the 

Fund will be halted if the circuit breaker 

parameters in NYSE Arca Rule 7.12–E 

have been reached or because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. Trading in the 

Shares will be subject to NYSE Arca 

Rule 8.601–E(d)(2)(D), which sets forth 

circumstances under which Shares of 

the Fund may 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. The Proxy Portfolio holdings 

for the Fund (including the identity and 

quantity of investments in the Proxy 

Portfolio) will be publicly available on 

the Fund’s website before the 

commencement of trading in Shares on 

each Business Day. The Shares will 

conform to the initial and continued 

listing criteria under Rule 8.601–E. 

The 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.26 Any foreign 

common stocks held by the Fund will 

be traded on an exchange that is a 

member of the ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. 

The components of the Fund’s Actual 

Portfolio will (a) be listed on an 

exchange and the primary trading 

session of such exchange will trade 

synchronously with the Exchange’s Core 

Trading Session, as defined in Rule 

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

futures exchange; or (c) consist of cash 

and cash equivalents. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of activelymanaged exchange-traded product that 

will enhance competition among market 

participants, to the benefit of investors 

and the marketplace. The Exchange will 

obtain a representation from the Trust, 

prior to commencement of trading in the 

Shares of the Fund, that it will advise 

the Exchange of any failure by the Fund 

to comply with the continued listing 

requirements, and, pursuant to its 

obligations under Section 19(g)(1) of the 

Act, the Exchange will monitor for 

compliance with the continued listing 

requirements. If the Fund is not in 

compliance with the applicable listing 

requirements, the Exchange will 

commence delisting procedures under 

NYSE Arca Rule 5.5–E(m). 

As noted above, with respect to the 

Fund, the Exchange has in place 

surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, with respect to the Fund, 

investors will have ready access to 

information regarding the Proxy 

Portfolio and quotation and last sale 

information for the Shares. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the proposed rule 

change would permit listing and trading 

of another type of actively-managed ETF 

that has characteristics different from 

existing actively-managed and index 

ETFs and would introduce additional 

competition among various ETF 

products to the benefit of investors. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 29817 

27 15 U.S.C. 78s(b)(3)(A). 28 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

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. 

29 17 CFR 240.19b–4(f)(6)(iii). 

30See supra note. 

31See Securities Exchange Act Release No. 90686 

(December 16, 2020), 85 FR 83657 (December 22, 

2020) (SR–CboeBZX–2020–090) (Notice of Filing 

and Immediate Effectiveness of a Proposed Rule to 

List and Trade Shares of the Invesco Real Assets 

ESG ETF and the Invesco US Large Cap Core ESG 

ETF, Each a Series of the Invesco Actively Managed 

Exchange-Traded Fund Trust, under Rule 14.11(m) 

(Tracking Fund Shares)). 

32For 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). 

33 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90536 

(November 30, 2020), 85 FR 78381 (‘‘Notice’’). 

Comments received on the proposed rule change 

are available on the Commission’s website at: 

https://www.sec.gov/comments/sr-cboe-2020-106/ 

srcboe2020106.htm. 

4 15 U.S.C. 78s(b)(2). 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing 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, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 27 and Rule 19b– 

4(f)(6) thereunder.28

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) 29 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 states that the 

Commission has previously approved 

proposed rule changes to permit listing 

and trading on the Exchange of Active 

Proxy Portfolio Shares similar to the 

Fund.30 The Exchange also states that 

the Commission has previously issued a 

notice of filing and immediate 

effectiveness for a proposed rule change 

relating to the proposed listing on a 

national securities exchange of other 

issues of Active Proxy Portfolio Shares 

similar to the Fund.31 For these reasons, 

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.32

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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2021–44 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2021–44. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2021–44 and 

should be submitted on or before June 

24, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–11610 Filed 6–2–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92040; File No. SR–CBOE– 

2020–106] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Designation 

of a Longer Period for Commission 

Action on Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Amend Its Rules 

Regarding the Minimum Increments for 

Electronic Bids and Offers and 

Exercise Prices of Certain FLEX 

Options and Clarify in the Rules How 

the System Ranks FLEX Option Bids 

and Offers for Allocation Purposes 

May 27, 2021. 

On November 16, 2020, Cboe 

Exchange, Inc. filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Exchange Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend its rules regarding the 

minimum increments for electronic bids 

and offers and exercise prices of certain 

FLEX options and clarify how the 

system ranks FLEX option bids and 

offers for allocation purposes. On 

November 30, 2020, the Exchange filed 

Amendment No. 1 to the proposed rule 

change, which amended and replaced 

the proposed rule change in its entirety. 

The Commission published notice of the 

proposed rule change, as modified by 

Amendment No. 1, in the Federal 

Register on December 4, 2020.3 On 

January 14, 2021, pursuant to Section 

19(b)(2) of the Exchange Act,4 the 

Commission designated a longer period 

within which to approve the proposed 

rule change, disapprove the proposed 


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