46114 Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices 

33 Id. 

34See Proposed Rule 1802(b)(9) and (d)(10). 

35 15 U.S.C. 78s(b)(2). 

36 17 CFR 200.30–3(a)(12). 

1Applicants request that the order apply to the 

Initial Fund, as well as to future series of the Trust, 

and any other open-end management investment 

companies or series thereof (each, included in the 

term ‘‘Fund’’), each of which will operate as an 

actively-managed ETF. Any Fund will (a) be 

advised by the Initial Adviser or an entity 

controlling, controlled by, or under common 

control with the Initial Adviser (each, an 

‘‘Adviser’’) and (b) comply with the terms and 

conditions of the application. 

well as the Financial Industry 

Regulatory Authority (FINRA), are 

members of the ISG. 

For new derivative securities products 

based on securities from a foreign 

market, the SRO should have a 

comprehensive Intermarket Surveillance 

Agreement with the market for the 

securities underlying the new securities 

product.33 Accordingly, the 

Commission finds that the requirement 

that no more than 20% of the weight of 

the index may be comprised of non-U.S. 

component securities (stocks or ADRs) 

that are not subject to a comprehensive 

surveillance sharing agreement between 

the particular U.S. exchange and the 

primary market of the underlying 

security will continue to ensure that the 

Exchange has the ability to adequately 

surveil trading in the broad-based and 

narrow-based index options and the 

ADR components of the index.34

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,35 that the 

proposed rule change (SR–MIAX–2017– 

39), be and hereby is approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.36

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21163 Filed 10–2–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32838; 812–14793] 

American Century ETF Trust and 

American Century Investment 

Management, Inc. 

September 28, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. The requested order would 

permit (a) actively-managed series of 

certain open-end management 

investment companies (‘‘Funds’’) to 

issue shares redeemable in large 

aggregations only (‘‘Creation Units’’); (b) 

secondary market transactions in Fund 

shares to occur at negotiated market 

prices rather than at net asset value 

(‘‘NAV’’); (c) certain Funds to pay 

redemption proceeds, under certain 

circumstances, more than seven days 

after the tender of shares for 

redemption; (d) certain affiliated 

persons of a Fund to deposit securities 

into, and receive securities from, the 

Fund in connection with the purchase 

and redemption of Creation Units; (e) 

certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Funds of Funds’’) to acquire 

shares of the Funds; and (f) certain 

Funds (‘‘Feeder Funds’’) to create and 

redeem Creation Units in-kind in a 

master-feeder structure. 

APPLICANTS: American Century ETF 

Trust (‘‘Trust’’), a Delaware statutory 

trust that will be registered under the 

Act as an open-end management 

investment company with multiple 

series, and American Century 

Investment Management, Inc. (‘‘Initial 

Adviser’’), a Delaware corporation 

registered as an investment adviser 

under the Investment Advisers Act of 

1940. 

FILING DATES: The application was filed 

on June 30, 2017. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on October 24, 2017, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit, or for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090; 

Applicants: Michael W. Mundt, Esq., 

Stradley Ronon Stevens & Young, LLP, 

1250 Connecticut Avenue NW., Ste. 

500, Washington, DC 20036; Mr. Charles 

A. Etherington, American Century 

Investment Management, Inc., 4500 

Main Street, Kansas City, MO 64111. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811, or David J. Marcinkus, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Summary of the Application 

1. Applicants request an order that 

would allow Funds to operate as 

actively-managed exchange traded 

funds (‘‘ETFs’’).1 Fund shares will be 

purchased and redeemed at their NAV 

in Creation Units only. All orders to 

purchase Creation Units and all 

redemption requests will be placed by 

or through an ‘‘Authorized Participant,’’ 

which will have signed a participant 

agreement with a broker-dealer 

registered under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’) 

(the ‘‘Distributor’’). Shares will be listed 

and traded individually on a national 

securities exchange, where share prices 

will be based on the current bid/offer 

market. Certain Funds may operate as 

Feeder Funds in a master-feeder 

structure. Any order granting the 

requested relief would be subject to the 

terms and conditions stated in the 

application. 

2. Each Fund will consist of a 

portfolio of securities and other assets 

and investment positions (‘‘Portfolio 

Instruments’’). Each Fund will disclose 

on its Web site the identities and 

quantities of the Portfolio Instruments 

that will form the basis for the Fund’s 

calculation of NAV at the end of the 

day. 

3. Shares will be purchased and 

redeemed in Creation Units and 

generally on an in-kind basis. Except 

where the purchase or redemption will 

include cash under the limited 

circumstances specified in the 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices 46115 

2The requested relief would apply to direct sales 

of shares in Creation Units by a Fund to a Fund of 

Funds and redemptions of those shares. Applicants, 

moreover, are not seeking relief from section 17(a) 

for, and the requested relief will not apply to, 

transactions where a Fund could be deemed an 

Affiliated Person, or a Second-Tier Affiliate, of a 

Fund of Funds because an investment adviser to the 

Funds is also an investment adviser to a Fund of 

Funds. 1See 17 CFR 240.17g–1 and 17 CFR 249b.300. 

application, purchasers will be required 

to purchase Creation Units by 

depositing specified instruments 

(‘‘Deposit Instruments’’), and 

shareholders redeeming their shares 

will receive specified instruments 

(‘‘Redemption Instruments’’). The 

Deposit Instruments and the 

Redemption Instruments will each 

correspond pro rata to the positions in 

the Fund’s portfolio (including cash 

positions) except as specified in the 

application. 

4. Because shares will not be 

individually redeemable, applicants 

request an exemption from section 

5(a)(1) and section 2(a)(32) of the Act 

that would permit the Funds to register 

as open-end management investment 

companies and issue shares that are 

redeemable in Creation Units only. 

5. Applicants also request an 

exemption from section 22(d) of the Act 

and rule 22c–1 under the Act as 

secondary market trading in shares will 

take place at negotiated prices, not at a 

current offering price described in a 

Fund’s prospectus, and not at a price 

based on NAV. Applicants state that (a) 

secondary market trading in shares does 

not involve a Fund as a party and will 

not result in dilution of an investment 

in shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

represent that share market prices will 

be disciplined by arbitrage 

opportunities, which should prevent 

shares from trading at a material 

discount or premium from NAV. 

6. With respect to Funds that hold 

non-U.S. Portfolio Instruments and that 

effect creations and redemptions of 

Creation Units in kind, applicants 

request relief from the requirement 

imposed by section 22(e) in order to 

allow such Funds to pay redemption 

proceeds within fifteen calendar days 

following the tender of Creation Units 

for redemption. Applicants assert that 

the requested relief would not be 

inconsistent with the spirit and intent of 

section 22(e) to prevent unreasonable, 

undisclosed or unforeseen delays in the 

actual payment of redemption proceeds. 

7. Applicants request an exemption to 

permit Funds of Funds to acquire Fund 

shares beyond the limits of section 

12(d)(1)(A) of the Act; and the Funds, 

and any principal underwriter for the 

Funds, and/or any broker or dealer 

registered under the Exchange Act, to 

sell shares to Funds of Funds beyond 

the limits of section 12(d)(1)(B) of the 

Act. The application’s terms and 

conditions are designed to, among other 

things, help prevent any potential (i) 

undue influence over a Fund through 

control or voting power, or in 

connection with certain services, 

transactions, and underwritings, (ii) 

excessive layering of fees, and (iii) 

overly complex fund structures, which 

are the concerns underlying the limits 

in sections 12(d)(1)(A) and (B) of the 

Act. 

8. Applicants request an exemption 

from sections 17(a)(1) and 17(a)(2) of the 

Act to permit a person who is an 

affiliated person, as defined in section 

2(a)(3) of the Act (‘‘Affiliated Person’’), 

or an affiliated person of an Affiliated 

Person (‘‘Second-Tier Affiliate’’), of the 

Funds, solely by virtue of certain 

ownership interests, to effectuate 

purchases and redemptions in-kind. The 

deposit procedures for in-kind 

purchases of Creation Units and the 

redemption procedures for in-kind 

redemptions of Creation Units will be 

the same for all purchases and 

redemptions and Deposit Instruments 

and Redemption Instruments will be 

valued in the same manner as those 

Portfolio Instruments currently held by 

the Funds. Applicants also seek relief 

from the prohibitions on affiliated 

transactions in section 17(a) to permit a 

Fund to sell its shares to and redeem its 

shares from a Fund of Funds, and to 

engage in the accompanying in-kind 

transactions with the Fund of Funds.2

The purchase of Creation Units by a 

Fund of Funds directly from a Fund will 

be accomplished in accordance with the 

policies of the Fund of Funds and will 

be based on the NAVs of the Funds. 

9. Applicants also request relief to 

permit a Feeder Fund to acquire shares 

of another registered investment 

company managed by the Adviser 

having substantially the same 

investment objectives as the Feeder 

Fund (‘‘Master Fund’’) beyond the 

limitations in section 12(d)(1)(A) and 

permit the Master Fund, and any 

principal underwriter for the Master 

Fund, to sell shares of the Master Fund 

to the Feeder Fund beyond the 

limitations in section 12(d)(1)(B). 

10. Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if such exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

any provision of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

For the Commission, by the Division of 

Investment Management, Under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21228 Filed 10–2–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; 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 17g–1 and Form NRSRO, SEC File No. 

270–563, OMB Control No. 3235–0625. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(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 17g–1, Form NRSRO and 

Instructions to Form NRSRO under the 

Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.).1

Rule 17g–1, Form NRSRO and the 

Instructions to Form NRSRO contain 

certain recordkeeping and disclosure 

requirements for NRSROs. Currently, 


asabaliauskas on DSKBBXCHB2PROD with NOTICES