Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 30635 

21 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 89185 

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

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

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

NYSEArca–2010–79) (order approving Exchange 

listing and trading of Cambria Global Tactical ETF); 

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

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

Exchange listing and trading of the SiM Dynamic 

Allocation Diversified Income ETF and SiM 

Dynamic Allocation Growth Income ETF). The 

Commission also has approved a proposed rule 

change relating to generic listing standards for 

Managed Fund Shares. Securities Exchange Act 

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

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

(amending NYSE Arca Equities Rule 8.600 to adopt 

generic listing standards for Managed Fund Shares). 

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

‘‘Disclosed Portfolio’’ as the identities and 

quantities of the securities and other assets held by 

the Investment Company that will form the basis for 

the Investment Company’s calculation of net asset 

value at the end of the business day. NYSE Arca 

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

Portfolio will be disseminated at least once daily 

and will be made available to all market 

participants at the same time. 

7A mutual fund is required to file with the 

Commission its complete portfolio schedules for the 

second and fourth fiscal quarters on Form 

N–CSR 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 

Continued 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–12031 Filed 6–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92104; File No. SR– 

NYSEArca–2021–46] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; 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) 

June 3, 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 26, 

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 to [sic] list 

and trade shares of the following under 

NYSE Arca Rule 8.601–E: Nuveen Santa 

Barbara Dividend Growth ETF, Nuveen 

Small Cap Select ETF, and Nuveen 

Winslow Large-Cap Growth ESG 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 Active 

Proxy Portfolio Shares of the Nuveen 

Santa Barbara Dividend Growth ETF, 

Nuveen Small Cap Select ETF, and 

Nuveen Winslow Large-Cap Growth 

ESG ETF (each a ‘‘Fund’’ and, 

collectively, the ‘‘Funds’’) under Rule 

8.601–E. 

Key Features of Active Proxy Portfolio 

Shares 

While funds issuing Active Proxy 

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

similar to Managed Fund Shares, Active 

Proxy Portfolio Shares differ from 

Managed Fund Shares in the following 

important respects. First, in contrast to 

Managed Fund Shares, which are 

actively-managed funds listed and 

traded under NYSE Arca Rule 8.600–E 5

and for which a ‘‘Disclosed Portfolio’’ is 

required to be disseminated at least 

once daily,6 the portfolio for an issue of 

Active Proxy Portfolio Shares will be 

publicly disclosed within at least 60 

days following the end of every fiscal 

quarter in accordance with normal 

disclosure requirements otherwise 

applicable to open-end management 

investment companies registered under 

the Investment Company Act of 1940 

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


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30636 Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 

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); 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). See 

also Securities Exchange Act Release Nos. 88887 

(May 15, 2020), 85 FR 30990 (May 21, 2020) (SRCboeBZX–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); 90530 (November 30, 2020), 85 FR 78366 

(December 4, 2020) (SR-CboeBZX–2020–085) 

(Notice of Filing and Immediate Effectiveness of a 

Proposed Rule Change Relating to List and Trade 

Shares of the Fidelity Growth Opportunities ETF, 

Fidelity Magellan ETF, Fidelity Real Estate 

Investment ETF, and Fidelity Small-Mid Cap 

Opportunities ETF Under Rule 14.11(m) (Tracking 

Fund Shares)). 

9The Trust is registered under the 1940 Act. On 

March 10, 2021 the Trust filed a registration 

statement on Form N–1A under the 1940 Act 

relating to the Funds (File No. 811–23161) (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– 

15199), dated February 5, 2021 (the ‘‘Application’’), 

and amended the Application on March 16, 2021. 

See Investment Company Act Release No. 34243 

(April 8, 2021). On May 4, 2021, the Commission 

issued an order (the ‘‘Exemptive Order’’) under the 

1940 Act granting the exemptions requested in the 

Application (Investment Company Act Release No. 

34265, May 4, 2021). Investments made by the 

Funds will comply with the conditions set forth in 

the Application and the Exemptive Order. The 

description of the operation of the Funds herein is 

based, in part, on the Registration Statement and 

the Application. The Exchange will not commence 

trading in Shares of the Funds 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 Sub-Advisers and their 

related personnel will be subject to the provisions 

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

codes of ethics. This Rule requires investment 

advisers to adopt a code of ethics that reflects the 

fiduciary nature of the relationship to clients as 

well as compliance with other applicable securities 

laws. Accordingly, procedures designed to prevent 

the communication and misuse of non-public 

information by an investment adviser must be 

consistent with Rule 204A–1 under the Advisers 

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

Act makes it unlawful for an investment adviser to 

provide investment advice to clients unless such 

investment adviser has (i) adopted and 

implemented written policies and procedures 

reasonably designed to prevent violations, by the 

investment adviser and its supervised persons, of 

the Advisers Act and the Commission rules adopted 

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

annual review regarding the adequacy of the 

policies and procedures established pursuant to 

subparagraph (i) above and the effectiveness of their 

implementation; and (iii) designated an individual 

(who is a supervised person) responsible for 

administering the policies and procedures adopted 

under subparagraph (i) above. 

the portfolio of an issue of Active Proxy 

Portfolio Shares would not be available 

at commencement of Exchange listing 

and trading. Second, in connection with 

the creation and redemption of Active 

Proxy Portfolio Shares, such creation or 

redemption may be exchanged for a 

Proxy Portfolio 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 Shares of the Funds will be 

issued by the Nushares ETF Trust (the 

‘‘Trust’’), which is organized as a 

business trust under the laws of the 

Commonwealth of Massachusetts and 

registered with the Commission as an 

open-end management investment 

company.9 Nuveen Fund Advisors, LLC 

will be the investment adviser to the 

Funds (the ‘‘Adviser’’). Santa Barbara 

Asset Management, LLC, Nuveen Asset 

Management, LLC, and Winslow Capital 

Management, LLC will be the subadvisers (each a ‘‘Sub-Adviser’’ and, 

collectively, the ‘‘Sub-Advisers’’) for the 

Funds. Brown Brothers Harriman will 

serve as the Funds’ custodian and 

transfer agent. Nuveen Securities, LLC 

will act as the distributor (the 

‘‘Distributor’’) for the Funds. 

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 

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. 


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

the Exchange is open, including any day when a 

Fund satisfies redemption requests as required by 

Section 22(e) of the 1940 Act. 

12According to the Registration Statement, 

‘‘Proxy Overlap’’ is the percentage weight overlap 

between the holdings of the Proxy Portfolio and the 

Actual Portfolio that formed the basis for each 

Fund’s calculation of NAV at the end of the prior 

Business Day. 

13According to the Registration Statement, 

‘‘Tracking Error’’ is the standard deviation over the 

past three months of the daily proxy spread (i.e., the 

difference, in percentage terms, between the Proxy 

Portfolio per share NAV and that of the Actual 

Portfolio at the end of the trading day). 

14Pursuant to the Application and Exemptive 

Order, the permissible investments for the Funds 

include only the following instruments: ETFs 

traded on a U.S. exchange; exchange-traded notes 

(‘‘ETNs’’) traded on a U.S. exchange; U.S. exchangetraded common stocks; common stocks listed on a 

foreign exchange that trade on such exchange 

contemporaneously 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.’’)); U.S. exchange-traded preferred 

stocks; U.S. exchange-traded American Depositary 

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

investment trusts; U.S. exchange-traded commodity 

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

exchange-traded currency trusts; and U.S. 

exchange-traded futures that trade 

contemporaneously with the Funds’ Shares. In 

addition, the Funds 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, the Funds 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. 

15 Id. 

16 Id. 

The Adviser and Sub-Advisers are not 

registered as broker-dealers but are 

affiliated with broker-dealers. The 

Adviser and Sub-Advisers have 

implemented and will maintain a ‘‘fire 

wall’’ with respect to such broker-dealer 

affiliates regarding access to information 

concerning the composition of and/or 

changes to each Fund’s Actual Portfolio 

and/or Proxy Portfolio. 

In the event (a) the Adviser and/or 

Sub-Adviser(s) becomes registered as a 

broker-dealer or becomes newly 

affiliated with a broker-dealer, or (b) any 

new adviser or sub-adviser is a 

registered broker-dealer, or becomes 

affiliated with a broker-dealer, it will 

implement and maintain a ‘‘fire wall’’ 

with respect to its relevant personnel or 

its broker-dealer affiliate regarding 

access to information concerning the 

composition and/or changes to each 

Fund’s Actual Portfolio and/or Proxy 

Portfolio, and will be subject to 

procedures designed to prevent the use 

and dissemination of material nonpublic information regarding each 

Fund’s Actual Portfolio and/or Proxy 

Portfolio or changes thereto. Any person 

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

or the Funds who makes decisions 

pertaining to a Fund’s Actual Portfolio 

or the Proxy Portfolio or has access to 

non-public information regarding a 

Fund’s Actual Portfolio and/or the 

Proxy Portfolio or changes thereto are 

subject to procedures reasonably 

designed to prevent the use and 

dissemination of material non-public 

information regarding a Fund’s Actual 

Portfolio and/or the Proxy Portfolio or 

changes thereto. 

In addition, any person or entity, 

including any service provider for the 

Funds, who has access to non-public 

information regarding a 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 a 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 a Fund’s Actual Portfolio 

and/or Proxy Portfolio. 

Description of the Funds 

According to the Registration 

Statement, the Adviser will identify a 

Proxy Portfolio for each Fund, which is 

designed to closely track the daily 

performance of each Fund. Each Fund’s 

Proxy Portfolio will be constructed to 

replicate the daily performance of the 

Fund’s Actual Portfolio through a factor 

model analysis of the Fund’s Actual 

Portfolio and will only include 

securities and investments in which the 

Funds may invest. However, while the 

Proxy Portfolio and the Actual Portfolio 

will likely hold some or many of the 

same securities, the Proxy Portfolio and 

a Fund’s Actual Portfolio may not 

include identical securities. The 

composition of each Fund’s Proxy 

Portfolio will be published on the 

Funds’ website each Business Day 11

and 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. 

In addition to the Proxy Portfolio, the 

Funds’ website will publish a variety of 

other information metrics regarding the 

relative behavior of the Proxy Portfolio 

and the Actual Portfolio, including daily 

disclosure of the ‘‘Proxy Overlap’’ 12 and 

the ‘‘Tracking Error’’ 13 for each Fund. 

Nuveen Santa Barbara Dividend Growth 

ETF 

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.14

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 total return 

comprised of income from dividends 

and long-term capital appreciation. The 

Fund will normally invest at least 80% 

of the sum of its net assets in dividendpaying exchange-traded equity 

securities, which include common 

stocks and preferred securities. The 

Fund may invest in small-, mid-, and 

large-cap companies. 

Nuveen Small Cap Select ETF 

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.15

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. 

According to the Registration 

Statement, the Fund’s investment 

objective is capital appreciation. The 

Fund will normally invest at least 80% 

of the sum of its net assets in exchangetraded common stocks of smallcapitalization companies. 

Nuveen Winslow Large-Cap Growth 

ESG ETF 

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.16

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 


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17 Id. 

18The Funds’ broad-based securities benchmark 

index will be identified in a future amendment to 

its Registration Statement following the Funds’ first 

full calendar year of performance. 

19The 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 placing trades with the Funds on that 

day. 

20The records relating to Bid/Ask Prices will be 

retained by the Funds or their 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 is the 

official closing price of the Shares on the Exchange. 

21The ‘‘premium/discount’’ refers to the 

premium or discount to the NAV at the end of a 

trading day and will be calculated based on the last 

Bid/Ask Price or the Closing Price on a given 

trading day. 

22See 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. 

comprehensive surveillance sharing 

agreement. 

According to the Registration 

Statement, the Fund’s investment 

objective is long-term capital 

appreciation. The Fund will primarily 

invest in exchange-traded equity 

securities of large-cap U.S. companies 

that exhibit ESG characteristics, as 

identified by the Sub-Adviser. The Fund 

will normally invest at least 80% of the 

sum of its net assets in exchange-traded 

equity securities of companies with 

large capitalizations at the time of 

purchase. 

Investment Restrictions 

The Shares of the Funds will conform 

to the initial and continued listing 

criteria under Rule 8.601–E. The Funds’ 

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.17

The Funds’ 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 Funds’ investments will not 

be used to seek performance that is the 

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

–3X) of the Funds’ primary broad-based 

securities benchmark index (as defined 

in Form N–1A).18

Creations and Redemptions of Shares 

According to the Registration 

Statement, the Trust will issue and sell 

Shares of the Funds only in specified 

minimum size ‘‘Creation Units’’ through 

the Distributor on a continuous basis at 

their NAV next determined after receipt 

of an order in proper form on any 

Business Day. The NAV of each Fund’s 

Shares will be calculated each Business 

Day as of the close of regular trading on 

the Exchange, ordinarily 3:00 p.m. E.T. 

A Creation Unit will generally consist of 

at least 10,000 Shares. 

According to the Registration 

Statement, Shares of the Funds will be 

purchased and redeemed in Creation 

Units. Creation Units are typically 

purchased and redeemed in-kind, but 

they may also be purchased and 

redeemed, in whole or in part, for cash 

in the Adviser’s discretion. Accordingly, 

purchasers will generally be required to 

purchase Creation Units by making an 

in-kind deposit of specified instruments 

(the ‘‘Deposit Securities’’) and/or the 

cash value of the Deposit Securities 

(‘‘Deposit Cash’’), and shareholders 

redeeming their Shares will generally 

receive an in-kind transfer of Deposit 

Securities and/or Deposit Cash. The 

names and quantities of the instruments 

that constitute the Deposit Securities 

will be the same as a Fund’s Proxy 

Portfolio, except to the extent purchases 

and redemptions are made entirely or in 

part on a cash basis. 

Creation Units of the Funds may be 

purchased and/or redeemed entirely for 

cash in the Adviser’s discretion. When 

full or partial cash purchases or 

redemptions of Creation Units are 

available or specified for the Funds, 

they will be effected in essentially the 

same manner as in-kind purchases or 

redemptions thereof. The Funds may 

determine, upon receiving a purchase or 

redemption order from an Authorized 

Participant, to have the purchase or 

redemption, as applicable, be made 

entirely or in part in cash.19

If there is a difference between the 

NAV attributable to a Creation Unit and 

the aggregate market value of the 

Deposit Securities and/or Deposit Cash 

(together, the ‘‘Basket’’), the party 

conveying instruments with the lower 

value will also pay to the other an 

amount in cash equal to that difference 

(the ‘‘Cash Component’’ or ‘‘Cash 

Redemption Component’’). 

Each Business Day, prior to the 

opening of trading on the Exchange, 

each Fund will publish the names and 

quantities of the instruments comprising 

the Basket (i.e., the Deposit Securities 

and/or the Deposit Cash), as well as the 

estimated Cash Component and Cash 

Redemption Component (if any), for that 

day through the National Securities 

Clearing Corporation or another method 

of public dissemination. The published 

Basket will apply until a new Basket is 

announced on the following Business 

Day, and there will be no intra-day 

changes to the Basket except to correct 

errors in the published Basket. The 

Basket 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. 

All orders to purchase or redeem 

Creation Units must be placed with the 

Distributor by or through an Authorized 

Participant. Orders to purchase or 

redeem Creation Units will be accepted 

until the ‘‘Cut-Off Time,’’ generally 3:00 

p.m. E.T. The date on which an order 

to purchase or redeem Creation Units is 

received and accepted is referred to as 

the ‘‘Order Placement Date.’’ All 

Creation Unit orders must be received 

by the Distributor no later than the CutOff Time in order to receive the NAV 

determined on the Order Placement 

Date. When the Exchange closes earlier 

than normal, a Fund may require orders 

for Creation Units to be placed earlier in 

the Business Day. 

Availability of Information 

The Funds’ website 

(www.nuveen.com), which will be 

publicly available prior to the public 

offering of Shares, will include a form 

of the prospectus for the Funds that may 

be downloaded. The Funds’ website 

will include on a daily basis, per Share 

for each Fund, the prior Business Day’s 

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

Ask Price,’’ 20 and a calculation of the 

premium/discount of the Closing Price 

or Bid/Ask Price 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 also will disclose the 

information required under Rule 8.601– 

E(c)(3).22 The website and information 

will be publicly available at no charge. 

The identity and quantity of 

investments in the Proxy Portfolio for 

each Fund will be publicly available on 

the Funds’ website before the 


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23See note 7, supra. 24See NYSE Arca Rule 7.12–E. 

25FINRA 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. 

commencement of trading in Shares on 

each Business Day. The website will 

also include information relating to the 

Proxy Overlap and Tracking Error for 

each Fund, as discussed above. 

Typical mutual fund-style annual, 

semi-annual and quarterly disclosures 

contained in the Funds’ 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. 

Investors can also obtain the Funds’ 

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, the Funds 

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. Quotation and 

last sale information for futures 

contracts will be available from the 

exchanges on which they trade. Intraday 

price information for all exchangetraded 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 

a Fund.24 Trading in Shares of a 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 a 

Fund will be halted. 

Specifically, Rule 8.601–E(d)(2)(D) 

provides that the Exchange may 

consider all relevant factors in 

exercising its discretion to halt trading 

in a series of Active Proxy Portfolio 

Shares. Trading may be halted because 

of market conditions or for reasons that, 

in the view of the Exchange, make 

trading in the series of Active Proxy 

Portfolio Shares inadvisable. These may 

include: (a) The extent to which trading 

is not occurring in the securities and/or 

the financial instruments composing the 

Proxy Portfolio and/or Actual Portfolio; 

or (b) whether other unusual conditions 

or circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. If the Exchange 

becomes aware that the NAV, Proxy 

Portfolio, or Actual Portfolio with 

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 

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, 

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, and the 

Actual Portfolio for each 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.25 The 

Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

federal securities laws applicable to 

trading on the Exchange. 

The surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares and underlying 

exchange-traded instruments with other 

markets and other entities that are 

members of the ISG, and the Exchange 

or FINRA, on behalf of the Exchange, or 

both, may obtain trading information 

regarding trading such securities and 

underlying exchange-traded instruments 

from such markets and other entities. In 

addition, the Exchange may obtain 


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26For a list of the current members of ISG, see 

www.isgportal.org. 

27 15 U.S.C. 78f(b). 

28 15 U.S.C. 78f(b)(5). 

29The Exchange represents that, for initial and 

continued listing, the Funds will be in compliance 

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

NYSE Arca Rule 5.3–E. 

30See note 14, supra. 

information regarding trading in such 

securities and underlying exchangetraded instruments from markets and 

other entities that are members of ISG or 

with which the Exchange has in place 

a comprehensive surveillance sharing 

agreement.26

The Adviser will make available daily 

to FINRA and the Exchange the Actual 

Portfolio of each Fund, upon request, in 

order to facilitate the performance of the 

surveillances referred to above. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Commentary .03 to NYSE Arca Rule 

8.601–E provides that the Exchange will 

implement and maintain written 

surveillance procedures for Active 

Proxy Portfolio Shares. As part of these 

surveillance procedures, the Investment 

Company’s investment adviser will, 

upon request by the Exchange or 

FINRA, on behalf of the Exchange, make 

available to the Exchange or FINRA the 

daily Actual Portfolio holdings of each 

series of Active Proxy Portfolio Shares. 

The Exchange believes that the ability to 

access the information on an as needed 

basis will provide it with sufficient 

information to perform the necessary 

regulatory functions associated with 

listing and trading series of Active 

Proxy Portfolio Shares on the Exchange, 

including the ability to monitor 

compliance with the initial and 

continued listing requirements as well 

as the ability to surveil for manipulation 

of Active Proxy Portfolio Shares. 

The Exchange will utilize its existing 

procedures to monitor issuer 

compliance with the requirements of 

Rule 8.601–E. For example, the 

Exchange will continue to use intraday 

alerts that will notify Exchange 

personnel of trading activity throughout 

the day that may indicate that unusual 

conditions or circumstances are present 

that could be detrimental to the 

maintenance of a fair and orderly 

market. The Exchange will require from 

the issuer of a series of Active Proxy 

Portfolio Shares, upon initial listing and 

periodically thereafter, a representation 

that it is in compliance with Rule 

8.601–E. The Exchange notes that 

Commentary .01 to Rule 8.601–E 

requires an issuer of Active Proxy 

Portfolio Shares to notify the Exchange 

of any failure to comply with the 

continued listing requirements of Rule 

8.601–E. In addition, the Exchange will 

require issuers to represent that they 

will notify the Exchange of any failure 

to comply with the terms of applicable 

exemptive and no-action relief. As part 

of its surveillance procedures, the 

Exchange will rely on the foregoing 

procedures to become aware of any noncompliance with the requirements of 

Rule 8.601–E. 

With respect to the Funds, 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 Funds, 

that it will advise the Exchange of any 

failure by the Funds 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

With respect to the proposed listing 

and trading of Shares of the Funds, the 

Exchange believes that the proposed 

rule change is designed to prevent 

fraudulent and manipulative acts and 

practices in that the Shares will be 

listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Rule 

8.601–E. 

The Funds’ 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

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares and underlying 

exchange-traded instruments with other 

markets and other entities that are 

members of the ISG, and the Exchange 

or FINRA, on behalf of the Exchange, or 

both, may obtain trading information 

regarding trading in the Shares and 

underlying exchange-traded instruments 

from such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares and underlying exchange-traded 

instruments from markets and other 

entities that are members of ISG or with 

which the Exchange has in place a 

comprehensive surveillance sharing 

agreement. Any foreign common stocks 

held by the Funds will be traded on an 

exchange that is a member of the ISG or 

with which the Exchange has in place 

a comprehensive surveillance sharing 

agreement. 

The daily dissemination of the 

identity and quantity of Proxy Portfolio 

component investments, together with 

the right of Authorized Participants to 

create and redeem each day at the NAV, 

will be sufficient for market participants 

to value and trade Shares in a manner 

that will not lead to significant 

deviations between the Shares’ Bid/Ask 

Price and NAV. 

The Funds’ 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 Funds’ investments will not 

be used to seek performance that is the 

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

–3X) of the Funds’ 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, and Actual 

Portfolio for each Fund will be made 

available to all market participants at 

the same time. Investors can obtain the 

Funds’ SAI, shareholder reports, and its 

Form N–CSR, Form N–PORT, and Form 

N–CEN. The Funds’ SAI and 

shareholder reports will be available 

free upon request from the Funds, 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 


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31See note 4, supra. 

32See note 14, supra. 

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 Funds, the Adviser will 

make available daily to FINRA and the 

Exchange the portfolio holdings of each 

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 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 the Funds, 

a large amount of information will be 

publicly available regarding the Funds 

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. Quotation and 

last sale information for futures 

contracts will be available from the 

exchanges on which they trade. Intraday 

price information for all exchangetraded 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 website for the Funds 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 Funds 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 a 

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. 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 on each Business Day. 

The Shares will conform to the initial 

and continued listing criteria under 

Rule 8.601–E.31

The Funds’ 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 the 

Funds 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 each Fund’s 

Actual Portfolio will (a) be listed on an 

exchange and the primary trading 

session of such exchange will trade 

synchronously with the Exchange’s Core 

Trading Session, as defined in Rule 

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

futures exchange; or (c) consist of cash 

and cash equivalents. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of activelymanaged exchange-traded product that 

will enhance competition among market 

participants, to the benefit of investors 

and the marketplace. The Exchange will 

obtain a representation from the 

Adviser, prior to commencement of 

trading in the Shares of the Funds, that 

it will advise the Exchange of any 

failure by the Funds 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 

Funds are not in compliance with the 

applicable listing requirements, the 

Exchange will commence delisting 

procedures under NYSE Arca Rule 5.5– 

E(m). 

As noted above, the Exchange has in 

place surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding quotation and 

last sale information for the Shares. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the proposed rule 

change would permit listing and trading 

of 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 

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 


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33 15 U.S.C. 78s(b)(3)(A). 

34 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. 

35 17 CFR 240.19b–4(f)(6)(iii). 

36See supra note 8. 

37See id. 

38For 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). 39 17 CFR 200.30–3(a)(12). 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 33 and Rule 19b– 

4(f)(6) thereunder.34

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 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 

Funds.36 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 Funds.37 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.38

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–2021–46 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–2021–46. 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–2021–46 and 

should be submitted on or before June 

30, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–12029 Filed 6–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–141, OMB Control No. 

3235–0249] 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

from: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 12f–3 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rule 12f–3 (17 CFR 240.12f–3), under 

the Securities Exchange Act of 1934 

(‘‘Act’’) (15 U.S.C. 78a et seq.). 

Rule 12f–3 (‘‘Rule’’), which was 

originally adopted in 1955 pursuant to 

Sections 12(f) and 23(a) of the Act, and 

as further modified in 1995, sets forth 

the requirements to submit an 

application to the Commission for 

termination or suspension of unlisted 

trading privileges in a security, as 

contemplated under Section 12(f)(4) of 

the Act. In addition to requiring that one 

copy of the application be filed with the 

Commission, the Rule requires that the 

application contain specified 

information. Under the Rule, an 

application to suspend or terminate 

unlisted trading privileges must 

provide, among other things, the name 

of the applicant; a brief statement of the 

applicant’s interest in the question of 

termination or suspension of such 

unlisted trading privileges; the title of 

the security; the name of the issuer; 

certain information regarding the size of 

the class of security, the public trading 

volume and price history in the security 

for specified time periods on the subject 

exchange and a statement indicating 

that the applicant has provided a copy 

of such application to the exchange 

from which the suspension or 

termination of unlisted trading 

privileges are sought, and to any other 

exchange on which the security is listed 

or admitted to unlisted trading 

privileges. 

The information required to be 

included in applications submitted 

pursuant to Rule 12f–3, is intended to 

provide the Commission with sufficient 

information to make the necessary 

findings under the Act to terminate or 


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