Self-Regulatory Organizations; NYSE Arca, Inc.; 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

Published date07 July 2020
Citation85 FR 40699
Record Number2020-14490
SectionNotices
CourtSecurities And Exchange Commission
Federal Register, Volume 85 Issue 130 (Tuesday, July 7, 2020)
[Federal Register Volume 85, Number 130 (Tuesday, July 7, 2020)]
                [Notices]
                [Pages 40699-40709]
                From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
                [FR Doc No: 2020-14490]
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                SECURITIES AND EXCHANGE COMMISSION
                [Release No. 34-89192; File No. SR-NYSEArca-2019-96]
                Self-Regulatory Organizations; NYSE Arca, Inc.; 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
                June 30, 2020.
                I. Introduction
                 On December 23, 2019, NYSE Arca, Inc. (``NYSE Arca'' or
                ``Exchange'') filed with the Securities and Exchange Commission
                (``Commission''), pursuant to Section 19(b)(1) of the Securities
                Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
                proposed rule change to list and trade shares (``Shares'') of the
                following under NYSE Arca Rule 8.601-E (Active Proxy Portfolio Shares):
                American Century Mid Cap Growth Impact ETF and American Century
                Sustainable Equity ETF (``Funds'').\3\ The proposed rule change was
                published for comment in the Federal Register on January 3, 2020.\4\
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                 \1\ 15 U.S.C.78s(b)(1).
                 \2\ 17 CFR 240.19b-4.
                 \3\ The Exchange originally proposed to adopt NYSE Arca Rule
                8.602-E to permit the Exchange to list and trade Actively Managed
                Solution Shares, and to list and trade Shares of the Funds under
                proposed Exchange Rule 8.602-E. In Amendment No. 2, the Exchange
                removed the proposal to adopt proposed NYSE Arca Rule 8.602-E and
                revised the proposal to seek to list and trade Shares of the Funds
                under proposed NYSE Arca Rule 8.601-E (Active Proxy Portfolio
                Shares). See Amendment No. 2, infra note 7. See also Amendment No. 6
                to SR-NYSEArca-2019-95 (proposing to adopt NYSE Arca Rule 8.601-E to
                list and trade Active Proxy Portfolio Shares, available on the
                Commission's website at https://www.sec.gov/comments/sr-nysearca-2019-95/srnysearca201995-7329866-218548.pdf. The Commission recently
                approved the Exchange's proposed rule change to adopt NYSE Arca Rule
                8.601-E to permit the listing and trading of Active Proxy Portfolio
                Shares. See Securities Exchange Act Release No. 89185 (June 29,
                2020) (SR-NYSEArca-2019-95) (``Active Proxy Portfolio Shares
                Order'').
                 \4\ See Securities Exchange Act Release No. 87867 (Dec. 30,
                2019), 85 FR 394.
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                 On February 13, 2020, pursuant to Section 19(b)(2) of the Act,\5\
                the Commission designated a longer period within which to approve the
                proposed rule change, disapprove the proposed rule change, or institute
                proceedings to determine whether to disapprove the proposed rule
                change.\6\ On March 31, 2020, the Exchange filed Amendment No. 2 to the
                proposed rule change, which replaced and superseded the proposed rule
                change as originally filed.\7\ On April 1, 2020, the Commission
                published Amendment No. 2 for notice and comment and instituted
                proceedings under Section 19(b)(2)(B) of the Act \8\ to determine
                whether to approve or disapprove the proposed rule change.\9\ On May
                20, 2020, the Exchange filed Amendment No. 3 to the proposed rule
                change, which replaced and superseded the proposed rule change, as
                amended by Amendment No. 2.\10\ On June 15, 2020, the Exchange filed
                Amendment No. 4 to the proposed rule change, which replaced and
                superseded the proposed rule change, as amended by Amendment No. 3.\11\
                On June 19, 2020, the Exchange filed Amendment No. 5 to the proposed
                rule change, which replaced and superseded the proposed rule change, as
                amended by Amendment No. 4.\12\ The Commission has received no comments
                on the proposed rule change. The Commission is publishing this notice
                to solicit comments on the proposed rule change, as modified by
                Amendment No. 5, from interested persons and is approving the proposed
                rule change, as modified by Amendment No. 5, on an accelerated basis.
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                 \5\ 15 U.S.C. 78s(b)(2).
                 \6\ See Securities Exchange Act Release No. 88198, 85 FR 9833
                (Feb. 20, 2020). The Commission designated April 2, 2020, as the
                date by which the Commission shall approve or disapprove, or
                institute proceedings to determine whether to disapprove, the
                proposed rule change.
                 \7\ Amendment No. 1 to the proposed rule change was filed on
                March 30, 2020 and subsequently withdrawn on March 31, 2020.
                Amendment No. 2 is available on the Commission's website at https://www.sec.gov/comments/sr-nysearca-2019-96/srnysearca201996-7015541-214976.pdf.
                 \8\ 15 U.S.C. 78s(b)(2)(B).
                 \9\ See Securities Exchange Act Release No. 88534, 85 FR 19519
                (April 7, 2020).
                 \10\ Amendment No. 3 is available on the Commission's website at
                https://www.sec.gov/comments/sr-nysearca-2019-96/srnysearca201996-7220746-216947.pdf.
                 \11\ Amendment No. 4 is available on the Commission's website at
                https://www.sec.gov/comments/sr-nysearca-2019-96/srnysearca201996-7316464-218309.pdf.
                 \12\ Amendment No. 5 is available on the Commission's website at
                https://www.sec.gov/comments/sr-nysearca-2019-96/srnysearca201996-7329865-218547.pdf.
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                II. Self-Regulatory Organization's Statement of the Purpose of, and
                Statutory Basis for, the Proposed Rule Change, as Modified by Amendment
                No. 5
                 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
                Statutory Basis for, the Proposed Rule Change
                1. Purpose
                 The Exchange has proposed to add new 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.\13\ Proposed Commentary .01
                [[Page 40700]]
                to Rule 8.601-E would require 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 American Century
                Mid Cap Growth Impact ETF and American Century Sustainable Equity ETF
                (each a ``Fund'' and, collectively, the ``Funds'') under proposed Rule
                8.601-E.
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                 \13\ See Amendment 6 to SR-NYSEArca-2019-95, filed on June 19,
                2020. See also, Securities Exchange Act Release No. 87866 (December
                30, 2019), 85 FR 357 (January 3, 2020) (SR-NYSEArca-2019-95).
                Proposed 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.'' Proposed 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.'' Proposed Rule
                8.601-E(c)(3) provides that ``[t{time} 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.''
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                Key Features of Active Proxy Portfolio Shares
                 While funds issuing Active Proxy Portfolio Shares will be actively-
                managed and, to that extent, will be similar to Managed Fund Shares,
                Active Proxy Portfolio Shares differ from Managed Fund Shares in the
                following important respects. First, in contrast to Managed Fund
                Shares, which are actively-managed funds listed and traded under NYSE
                Arca Rule 8.600-E \14\ and for which a ``Disclosed Portfolio'' is
                required to be disseminated at least once daily,\15\ 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 1940
                Act.\16\ The composition of the portfolio of an issue of Active Proxy
                Portfolio Shares would not be available at commencement of Exchange
                listing and trading. Second, in connection with the creation and
                redemption of Active Proxy Portfolio Shares, such creation or
                redemption may be exchanged for a Proxy Portfolio with a value equal to
                the next-determined NAV.
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                 \14\ The Commission has previously approved listing and trading
                on the Exchange of a number of issues of Managed Fund Shares under
                NYSE Arca Rule 8.600-E. See, e.g., Securities Exchange Act Release
                Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-
                2008-31) (order approving Exchange listing and trading of twelve
                actively-managed funds of the WisdomTree Trust); 60460 (August 7,
                2009), 74 FR 41468 (August 17, 2009) (SR-NYSEArca-2009-55) (order
                approving listing of Dent Tactical ETF); 63076 (October 12, 2010),
                75 FR 63874 (October 18, 2010) (SR-NYSEArca-2010-79) (order
                approving Exchange listing and trading of Cambria Global Tactical
                ETF); 63802 (January 31, 2011), 76 FR 6503 (February 4, 2011) (SR-
                NYSEArca-2010-118) (order approving Exchange listing and trading of
                the SiM Dynamic Allocation Diversified Income ETF and SiM Dynamic
                Allocation Growth Income ETF). The Commission also has approved a
                proposed rule change relating to generic listing standards for
                Managed Fund Shares. See Securities Exchange Act Release No. 78397
                (July 22, 2016), 81 FR 49320 (July 27, 2016 (SR-NYSEArca-2015-110)
                (amending NYSE Arca Equities Rule 8.600 to adopt generic listing
                standards for Managed Fund Shares).
                 \15\ NYSE Arca Rule 8.600-E(c)(2) defines the term ``Disclosed
                Portfolio'' as the identities and quantities of the securities and
                other assets held by the Investment Company that will form the basis
                for the Investment Company's calculation of net asset value at the
                end of the business day. NYSE Arca Rule 8.600-E(d)(2)(B)(i) requires
                that the Disclosed Portfolio will be disseminated at least once
                daily and will be made available to all market participants at the
                same time.
                 \16\ A mutual fund is required to file with the Commission its
                complete portfolio schedules for the second and fourth fiscal
                quarters on Form N-CSR under the 1940 Act. Information reported on
                Form N-PORT for the third month of a fund's fiscal quarter will be
                made publicly available 60 days after the end of a fund's fiscal
                quarter. Form N-PORT requires reporting of a fund's complete
                portfolio holdings on a position-by-position basis on a quarterly
                basis within 60 days after fiscal quarter end. Investors can obtain
                a series of Active Proxy Portfolio Shares' Statement of Additional
                Information (``SAI''), its Shareholder Reports, its Form N-CSR,
                filed twice a year, and its Form N-CEN, filed annually. A series of
                Active Proxy Portfolio Shares' SAI and Shareholder Reports will be
                available free upon request from the Investment Company, and those
                documents and the Form N-PORT, Form N-CSR, and Form N-CEN may be
                viewed on-screen or downloaded from the Commission's website at
                www.sec.gov.
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                 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.
                 In this regard, with respect to the Funds, the Funds will utilize a
                proxy portfolio methodology--the ``NYSE Proxy Portfolio Methodology''--
                that would allow market participants to assess the intraday value and
                associated risk of a Fund's Actual Portfolio and thereby facilitate the
                purchase and sale of Shares by investors in the secondary market at
                prices that do not vary materially from their NAV.\17\ The NYSE Proxy
                Portfolio Methodology would utilize creation of a Proxy Portfolio for
                hedging and arbitrage purposes.
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                 \17\ The NYSE Proxy Portfolio Methodology is owned by the NYSE
                Group, Inc. and licensed for use by the Funds. NYSE Group, Inc. is
                not affiliated with the Funds, Adviser or Distributor. Not all
                series of Active Proxy Portfolio Shares will utilize the NYSE Proxy
                Portfolio Methodology.
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                 The Exchange, after consulting with various Lead Market Makers
                (``LMMs'') that trade exchange-traded funds (``ETFs'') on the
                Exchange,\18\ believes that market makers will be able to make
                efficient and liquid markets priced near the ETF's intraday value, and
                market makers employ market making techniques such as ``statistical
                arbitrage,'' including correlation hedging, beta hedging, and
                dispersion trading, which is currently used throughout the financial
                services industry, to make efficient markets in exchange-traded
                products.\19\ For Active Proxy Portfolio Shares, market makers may use
                the knowledge of a fund's means of achieving its investment objective,
                as described in the applicable fund registration statement, as well as
                a fund's disclosed Proxy Portfolio, to construct a hedging proxy for a
                fund to manage a market maker's quoting risk in connection with trading
                fund shares. Market makers can then conduct statistical arbitrage
                between their hedging proxy and shares of a fund, buying and selling
                one against the other over the course of the trading day. This ability
                should permit market makers to make efficient markets in an issue of
                Active Proxy Portfolio Shares without precise knowledge of a fund's
                underlying portfolio. This is similar to certain other existing
                exchange-traded products (for example, ETFs that invest
                [[Page 40701]]
                in foreign securities that do not trade during U.S. trading hours), in
                which spreads may be generally wider in the early days of trading and
                then narrow as market makers gain more confidence in their real-time
                hedges.
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                 \18\ The term ``Lead Market Maker'' is defined in Rule 1.1(w) to
                mean a registered Market Maker that is the exclusive Designated
                Market Maker in listings for which the Exchange is the primary
                market.
                 \19\ Statistical arbitrage enables a trader to construct an
                accurate proxy for another instrument, allowing it to hedge the
                other instrument or buy or sell the instrument when it is cheap or
                expensive in relation to the proxy. Statistical analysis permits
                traders to discover correlations based purely on trading data
                without regard to other fundamental drivers. These correlations are
                a function of differentials, over time, between one instrument or
                group of instruments and one or more other instruments. Once the
                nature of these price deviations have been quantified, a universe of
                securities is searched in an effort to, in the case of a hedging
                strategy, minimize the differential. Once a suitable hedging proxy
                has been identified, a trader can minimize portfolio risk by
                executing the hedging basket. The trader then can monitor the
                performance of this hedge throughout the trade period making
                corrections where warranted. In the case of correlation hedging, the
                analysis seeks to find a proxy that matches the pricing behavior of
                a fund. In the case of beta hedging, the analysis seeks to determine
                the relationship between the price movement over time of a fund and
                that of another stock. Dispersion trading is a hedged strategy
                designed to take advantage of relative value differences in implied
                volatilities between an index and the component stocks of that
                index. Such trading strategies will allow market participants to
                engage in arbitrage between series of Active Proxy Portfolio Shares
                and other instruments, both through the creation and redemption
                process and strictly through arbitrage without such processes.
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                Description of the Funds and the Trust
                 The Funds will be series of the American Century ETF Trust
                (``Trust''), which will be registered with the Commission as an open-
                end management investment company.\20\
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                 \20\ The Trust is registered under the 1940 Act. On April 6,
                2020, the Trust filed a registration statement on Form N-1A under
                the Securities Act of 1933 and the 1940 Act for the Funds (File Nos.
                333-221045 and 811-23305) (``Registration Statement''). The Trust
                also 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 December 11, 2019
                (``American Century Application'' or ``Application''). On May 12,
                2020, the Commission issued an order granting the exemptions
                requested in the Application (Investment Company Act Release No.
                33862 (May 12, 2020) (``American Century Exemptive Order'' or
                ``Exemptive Order''). The American Century Application states that
                the exemptive relief requested by the Trust will apply to funds of
                the Trust that comply with the terms and conditions of the American
                Century Exemptive Order and the order issued to Natixis ETF Trust
                II. With respect to the Natixis ETF Trust II, see Seventh Amended
                and Restated 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. 812-14870) (October 21, 2019 (``Natixis
                Application''); the Commission notice regarding the Natixis
                Application (Investment Company Release No. 33684 (File No. 812-
                14870) November 14, 2019); and the Commission order under the 1940
                Act granting the exemptions requested in the Natixis Application
                (Investment Company Act Release No. 33711 (December 10, 2019))
                (``Natixis Exemptive Order''). The American Century Application
                incorporates the Natixis Exemptive Order by reference. Investments
                made by the Funds will comply with the conditions set forth in the
                American Century Application, American Century Exemptive Order and
                Natixis Exemptive Order. The description of the operation of the
                Trust and the Funds herein is based, in part, on the Registration
                Statement and the American Century Application.
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                 American Century Investment Management, Inc. (``Adviser'') will be
                the investment adviser to the Funds. Foreside Fund Services, LLC will
                act as the distributor and principal underwriter (``Distributor'') for
                the Funds. State Street Bank and Trust Company will serve as transfer
                agent (``Transfer Agent'') for the Funds.
                 Proposed Commentary.04 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.\21\ 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. Proposed
                Commentary .04 is similar to Commentary .03(a)(i) and (iii) to NYSE
                Arca Rule 5.2-E(j)(3); however, proposed Commentary .04, in connection
                with the establishment of a ``fire wall'' between the investment
                adviser and the broker-dealer, reflects the applicable open-end fund's
                portfolio, not an underlying benchmark index, as is the case with
                index-based funds.\22\ Proposed Commentary .04 is also similar to
                Commentary .06 to Rule 8.600-E related to Managed Fund Shares, except
                that proposed 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.
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                 \21\ The text of proposed Commentary .04 to NYSE Arca Rule
                8.601-E is included in Amendment 6 to SR-NYSEArca-2019-95. See note
                13, supra.
                 \22\ An investment adviser to an open-end fund is required to be
                registered under the Investment Advisers Act of 1940 (the ``Advisers
                Act''). As a result, the Adviser and its related personnel will be
                subject to the provisions of Rule 204A-1 under the Advisers Act
                relating to codes of ethics. This Rule requires investment advisers
                to adopt a code of ethics that reflects the fiduciary nature of the
                relationship to clients as well as compliance with other applicable
                securities laws. Accordingly, procedures designed to prevent the
                communication and misuse of non-public information by an investment
                adviser must be consistent with Rule 204A-1 under the Advisers Act.
                In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful
                for an investment adviser to provide investment advice to clients
                unless such investment adviser has (i) adopted and implemented
                written policies and procedures reasonably designed to prevent
                violations, by the investment adviser and its supervised persons, of
                the Advisers Act and the Commission rules adopted thereunder; (ii)
                implemented, at a minimum, an annual review regarding the adequacy
                of the policies and procedures established pursuant to subparagraph
                (i) above and the effectiveness of their implementation; and (iii)
                designated an individual (who is a supervised person) responsible
                for administering the policies and procedures adopted under
                subparagraph (i) above.
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                 In addition, proposed Commentary.05 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 a
                Fund's Actual Portfolio or Proxy Portfolio.
                 In the event (a) the Adviser becomes registered as a broker-dealer
                or becomes newly affiliated with a broker-dealer, or (b) any new
                adviser or sub-adviser is a registered broker-dealer, or becomes
                affiliated with a broker-dealer, it will implement and maintain a fire
                wall with respect to its relevant personnel or its broker-dealer
                affiliate regarding access to information concerning the composition
                and/or changes to a 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 a Fund's
                Actual Portfolio and/or Proxy Portfolio or changes thereto. Any person
                related to the Adviser or a Fund who makes decisions pertaining to the
                Fund's Actual Portfolio and/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 a Fund, who has access to non-public
                [[Page 40702]]
                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.
                The Funds
                 According to the Application, the Adviser believes a Fund would
                allow for efficient trading of Shares through an effective Fund
                portfolio transparency substitute and publication of related
                information metrics, while still shielding the identity of the full
                Fund portfolio contents to protect a Fund's performance-seeking
                strategies. Even though a Fund would not publish its full portfolio
                contents daily, the Adviser believes that the NYSE Proxy Portfolio
                Methodology would allow market participants to assess the intraday
                value and associated risk of a Fund's Actual Portfolio. As a result,
                the Adviser believes that investors would be able to purchase and sell
                Shares in the secondary market at prices that are close to their NAV.
                 In this regard, the Funds will utilize a proxy portfolio
                methodology--the ``NYSE Proxy Portfolio Methodology''--that would allow
                market participants to assess the intraday value and associated risk of
                a Fund's Actual Portfolio and thereby facilitate the purchase and sale
                of Shares of a Fund by investors in the secondary market at prices that
                do not vary materially from their NAV.\23\ The NYSE Proxy Portfolio
                Methodology would utilize creation of a Proxy Portfolio for hedging and
                arbitrage purposes.
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                 \23\ The NYSE Proxy Portfolio Methodology is owned by the NYSE
                Group, Inc. and licensed for use by the Funds. NYSE Group, Inc. is
                not affiliated with the Funds, Adviser or Distributor. Not all
                series of Active Proxy Portfolio Shares will utilize the NYSE Proxy
                Portfolio Methodology.
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                 Each Fund's holdings will conform to the permissible investments as
                set forth in the American Century Application and American Century
                Exemptive Order and the holdings will be consistent with all
                requirements in the American Century Application and American Century
                Exemptive Order.\24\ Any foreign common stocks held by a 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.
                ---------------------------------------------------------------------------
                 \24\ Pursuant to the American Century Application and American
                Century Exemptive Order, the permissible investments for a Fund are
                only the following: ETFs traded on a U.S. exchange; exchange-traded
                notes (``ETNs'') traded on a U.S. exchange; U.S. exchange-traded
                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.
                and 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 a Fund's Shares. In
                addition, a Fund may hold cash and cash equivalents (short-term U.S.
                Treasury securities, government money market funds, and repurchase
                agreements). Pursuant to the Application and Exemptive Order, 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.
                ---------------------------------------------------------------------------
                American Century Mid Cap Growth Impact ETF
                 According to the Registration Statement, the Fund will seek long-
                term capital growth. The Fund, under normal market conditions,\25\ will
                invest principally in exchange-traded common stocks and will invest at
                least 80% of its assets in securities of medium capitalization
                companies.
                ---------------------------------------------------------------------------
                 \25\ The term ``normal market conditions'' is defined in
                proposed Rule 8.601-E(c)(6), which states as follows: The term
                ``normal market conditions'' includes, but is not limited to, the
                absence of trading halts in the applicable financial markets
                generally; operational issues (e.g., systems failure) causing
                dissemination of inaccurate market information; or force majeure
                type events such as natural or manmade disaster, act of God, armed
                conflict, act of terrorism, riot or labor disruption or any similar
                intervening circumstance.
                ---------------------------------------------------------------------------
                American Century Sustainable Equity ETF
                 According to the Registration Statement, the Fund will seek long-
                term capital growth. The Fund, under normal market conditions, will
                invest at least 80% of its assets in equity securities. The Fund will
                invest principally in exchange-traded common stocks.
                Creations and Redemptions of Shares
                 According to the Registration Statement, the Trust will offer,
                issue and sell Shares of the Funds 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 a Fund is expected to be determined as of
                4:00 p.m. E.T. on each ``Business Day.'' \26\ The ``Creation Basket''
                (as defined below) for a Fund will be based on the Proxy Portfolio,
                which is designed to approximate the value and performance of the
                Actual Portfolio. All Creation Basket instruments will be valued in the
                same manner as they are valued for purposes of calculating a Fund's
                NAV, and such valuation will be made in the same manner regardless of
                the identity of the purchaser or redeemer. Further, the total
                consideration paid for the purchase or redemption of a Creation Unit of
                Shares will be based on the NAV of such Fund, as calculated in
                accordance with the policies and procedures set forth in its
                Registration Statement.
                ---------------------------------------------------------------------------
                 \26\ A Business Day is any day on which the Exchange is open for
                business.
                ---------------------------------------------------------------------------
                 The Trust will sell and redeem Creation Units of each Fund only on
                a Business Day. Creation Units of the Funds may be purchased and/or
                redeemed entirely for cash, as permissible under the procedures
                described below.
                 In order to keep costs low and permit each Fund to be as fully
                invested as possible, Shares will be purchased and redeemed in Creation
                Units and generally on an in-kind basis. Accordingly, except where the
                purchase or redemption will include cash under the circumstances
                specified below, purchasers will be required to purchase Creation Units
                by making an in-kind deposit of specified instruments (``Deposit
                Instruments''), and shareholders redeeming their Shares will receive an
                in-kind transfer of specified instruments (``Redemption Instruments'').
                The names and quantities of the instruments that constitute the Deposit
                Instruments and the Redemption Instruments for a Fund (collectively,
                the ``Creation Basket'') 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.\27\
                ---------------------------------------------------------------------------
                 \27\ The Adviser represents that, to the extent that a Fund
                allows creations and redemptions to be conducted in cash, such
                transactions will be effected in the same manner for all Authorized
                Participants transacting in cash.
                ---------------------------------------------------------------------------
                 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'').
                [[Page 40703]]
                 Each Fund will adopt and implement policies and procedures
                regarding the composition of its Creation Baskets. The policies and
                procedures will set forth detailed parameters for the construction and
                acceptance of baskets in compliance with the terms and conditions of
                the American Century Exemptive Order and that are in the best interests
                of a Fund and its shareholders, including the process for any revisions
                to or deviations from those parameters.
                 A Fund that normally issues and redeems Creation Units in kind may
                require purchases and redemptions to be made entirely or in part on a
                cash basis. In such an instance, a Fund will announce, before the open
                of trading in the Core Trading Session (normally, 9:30 a.m. to 4:00
                p.m., E.T.) on a given Business Day, that all purchases, all
                redemptions, or all purchases and redemptions on that day will be made
                wholly or partly in cash. A Fund may also 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. Each Business Day, before the open of trading on the Exchange,
                a Fund will cause to be published through the National Securities
                Clearing Corporation (``NSCC'') the names and quantities of the
                instruments comprising the Creation Basket, as well as the estimated
                Cash Amount (if any), for that day. The published Creation Basket will
                apply until a new Creation Basket is announced on the following
                Business Day, and there will be no intra-day changes to the Creation
                Basket except to correct errors in the published Creation Basket.
                 All orders to purchase Creation Units must be placed with the
                Distributor by or through an Authorized Participant, which is either:
                (1) A ``participating party'' (i.e., a broker or other participant), in
                the Continuous Net Settlement (``CNS'') System of the NSCC, a clearing
                agency registered with the Commission and affiliated with the
                Depository Trust Company (``DTC''), or (2) a DTC Participant, which in
                any case has executed a participant agreement with the Distributor and
                the Transfer Agent.
                Timing and Transmission of Purchase Orders
                 All orders to purchase (or redeem) Creation Units, whether using
                the NSCC Process or the DTC Process, must be received by the
                Distributor no later than the NAV calculation time (``NAV Calculation
                Time''), generally 4:00 p.m. E.T. on the date the order is placed
                (``Transmittal Date'') in order for the purchaser (or redeemer) to
                receive the NAV determined on the Transmittal Date.
                Daily Disclosures
                 With respect to the Funds, the following information will comprise
                the ``Proxy Portfolio Disclosures'' and, pursuant to the American
                Century Application and Exemptive Order, will be publicly available on
                the Funds' website (www.americancenturyetfs.com) before the
                commencement of trading in Shares on each Business Day:
                 The Proxy Portfolio holdings (including 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 historical ``Tracking Error'' between a Fund's last
                published NAV per share and the value, on a per Share basis, of a
                Fund's Proxy Portfolio calculated as of the close of trading on the
                prior Business Day will be publicly available on the Funds' website
                before the commencement of trading in Shares each Business Day.
                 The ``Proxy Overlap'' will be publicly available on the
                Funds' website before the commencement of trading in Shares on each
                Business Day. The Proxy Overlap is the percentage weight overlap
                between the Proxy Portfolio's holdings compared to the Actual
                Portfolio's holdings that formed the basis for a Fund's calculation of
                NAV at the end 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.
                Availability of Information
                 The Funds' website (www.americancenturyetfs.com), which will be
                publicly available prior to the public offering of Shares, will include
                a form of the prospectus for each Fund that may be downloaded. The
                Funds' website will include on a daily basis, per Share for each Fund,
                the prior Business Day's NAV and the ``Closing Price'' or ``Bid/Ask
                Price,'' \28\ and a calculation of the premium/discount of the Closing
                Price or Bid/Ask Price against such NAV. 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 a 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. Each Fund's
                website also will disclose the information required under proposed Rule
                8.601-E(c)(3).\29\ The Proxy Portfolio holdings for each Fund
                (including 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.
                ---------------------------------------------------------------------------
                 \28\ The 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 a 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.
                 \29\ See note 13, supra. Proposed 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 portfolio.
                ---------------------------------------------------------------------------
                 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.\30\ Thus, each 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.
                ---------------------------------------------------------------------------
                 \30\ See note 16, supra.
                ---------------------------------------------------------------------------
                 Investors can also obtain a Fund's prospectus, SAI, Shareholder
                Reports, Form N-CSR, N-PORT and Form N-CEN filed with the Commission.
                The prospectus, SAI and Shareholder Reports are available free upon
                request from the Trust, 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 its
                Exemptive Order, the issuer must comply with Regulation Fair
                Disclosure, which prohibits selective disclosure of any material non-
                public information.
                 Information regarding market price and trading volume of the Shares
                will be continually available on a real-time basis throughout the day
                on brokers' computer screens and other electronic services. Information
                regarding the previous day's closing price and trading volume
                information for the Shares will be published daily in the financial
                section of newspapers.
                 Updated price information for U.S. exchange-listed equity
                securities is available through major market data
                [[Page 40704]]
                vendors or securities exchanges trading such securities. Quotation and
                last sale information for the Shares, ETFs, ETNs, U.S. exchange-traded
                common stocks, preferred stocks and ADRs will be available via the
                Consolidated Tape Association (``CTA'') high-speed line or from the
                exchange on which such securities trade. Price information for futures,
                foreign stocks and cash equivalents is available through major market
                data vendors. Intraday pricing information for all constituents of the
                Proxy Portfolio that are exchange-traded, which includes all eligible
                instruments except cash and cash equivalents, will be available on the
                exchanges on which they are traded and through subscription services.
                Intraday pricing information for cash equivalents will be available
                through subscription services and/or pricing services.
                Investment Restrictions
                 The Shares of each Fund will conform to the initial and continued
                listing criteria under proposed Rule 8.601-E. A Fund's holdings will be
                limited to and consistent with permissible holdings as described in the
                Application and all requirements in the Application and Exemptive
                Order.\31\
                ---------------------------------------------------------------------------
                 \31\ See note 24, supra.
                ---------------------------------------------------------------------------
                 Each Fund's investments, including derivatives, will be consistent
                with its investment objective and will not be used to enhance leverage
                (although certain derivatives and other investments may result in
                leverage). That is, a Fund's investments will not be used to seek
                performance that is the multiple or inverse multiple (e.g., 2X or -3X)
                of a Fund's primary broad-based securities benchmark index (as defined
                in Form N-1A).\32\
                ---------------------------------------------------------------------------
                 \32\ A Fund's broad-based securities benchmark index will be
                identified in a future amendment to the Registration Statement
                following a Fund's first full calendar year of performance.
                ---------------------------------------------------------------------------
                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.\33\ 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.
                ---------------------------------------------------------------------------
                 \33\ See NYSE Arca Rule 7.12-E.
                ---------------------------------------------------------------------------
                 Specifically, proposed 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 proposed 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
                proposed Rule 8.601-E(d)(1)(B), the Exchange, prior to commencement of
                trading in the Shares, will obtain a representation from the issuer of
                the Shares of each Fund that the NAV per Share 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.\34\ 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.
                ---------------------------------------------------------------------------
                 \34\ FINRA conducts cross-market surveillances on behalf of the
                Exchange pursuant to a regulatory services agreement. The Exchange
                is responsible for FINRA's performance under this regulatory
                services agreement.
                ---------------------------------------------------------------------------
                 The surveillances referred to above generally focus on detecting
                securities trading outside their normal patterns, which could be
                indicative of manipulative or other violative activity. When such
                situations are detected, surveillance analysis follows and
                investigations are opened, where appropriate, to review the behavior of
                all relevant parties for all relevant trading violations.
                 The Exchange or FINRA, on behalf of the Exchange, or both, will
                communicate as needed regarding trading in the Shares 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 the
                Shares 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.\35\
                ---------------------------------------------------------------------------
                 \35\ For a list of the current members of ISG, see
                www.isgportal.org.
                ---------------------------------------------------------------------------
                 The Adviser will make available daily to FINRA and the Exchange the
                Actual Portfolio of the Funds, upon request, in order to facilitate the
                performance of the surveillances referred to above.
                [[Page 40705]]
                 In addition, the Exchange also has a general policy prohibiting the
                distribution of material, non-public information by its employees.
                 Proposed 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 proposed 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 proposed Rule 8.601-E. The
                Exchange notes that proposed Commentary .01 to Rule 8.601-E would
                require an issuer of Active Proxy Portfolio Shares to notify the
                Exchange of any failure to comply with the continued listing
                requirements of proposed Rule 8.601-E. In addition, the Exchange will
                require funds to represent that they will notify the Exchange of any
                failure to comply with the terms of applicable exemptive and no-action
                relief. As part of its surveillance procedures, the Exchange will rely
                on the foregoing procedures to become aware of any non-compliance with
                the requirements of proposed 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 Adviser, prior to commencement of trading in
                the Shares, that it will advise the Exchange of any failure by a Fund
                to comply with the continued listing requirements, and, pursuant to its
                obligations under Section 19(g)(1) of the Act, the Exchange will
                monitor for compliance with the continued listing requirements. If a
                Fund is not in compliance with the applicable listing requirements, the
                Exchange will commence delisting procedures under NYSE Arca Rule 5.5-
                E(m).
                2. Statutory Basis
                 The Exchange believes that the proposed rule change is consistent
                with Section 6(b) of the Act,\36\ in general, and furthers the
                objectives of Section 6(b)(5) of the Act,\37\ 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.
                ---------------------------------------------------------------------------
                 \36\ 15 U.S.C. 78f(b).
                 \37\ 15 U.S.C. 78f(b)(5).
                ---------------------------------------------------------------------------
                 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 proposed NYSE Arca Rule
                8.601-E.\38\
                ---------------------------------------------------------------------------
                 \38\ The 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.
                ---------------------------------------------------------------------------
                 Each Fund's holdings will conform to the permissible investments as
                set forth in the American Century Application and the Exemptive Order
                and the holdings will be consistent with all requirements in the
                American Century Application and American Century Exemptive Order.\39\
                Any foreign common stocks held by a Fund will be traded on an exchange
                that is a member of the ISG or with which the Exchange has in place a
                comprehensive surveillance sharing agreement.
                ---------------------------------------------------------------------------
                 \39\ See note 24, supra.
                ---------------------------------------------------------------------------
                 Each Fund's investments will be consistent with its investment
                objective. Each Fund's investments, including derivatives, will be
                consistent with its investment objective and will not be used to
                enhance leverage (although certain derivatives and other investments
                may result in leverage). That is, a Fund's investments will not be used
                to seek performance that is the multiple or inverse multiple (e.g., 2X
                or -3X) of a Fund's primary broad-based securities benchmark index (as
                defined in Form N-1A).
                 The 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 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.
                 The Exchange, after consulting with various LMMs that trade ETFs on
                the Exchange, believes that market makers will be able to make
                efficient and liquid markets priced near the ETF's intraday value, and
                market makers employ market making techniques such as ``statistical
                arbitrage,'' including correlation hedging, beta hedging, and
                dispersion trading, which is currently used throughout the financial
                services industry, to make efficient markets in exchange-traded
                products.\40\ For Active Proxy Portfolio Shares, market makers may use
                the knowledge of a fund's means of achieving its investment objective,
                as described in the applicable fund registration statement, as well as
                a fund's disclosed Proxy Portfolio, to construct a hedging proxy for a
                fund to manage a market maker's quoting risk in connection with trading
                fund shares. Market makers can then conduct statistical arbitrage
                between their hedging proxy and shares of a fund, buying and selling
                one against the other over the course of the trading day. This ability
                should permit market makers to make efficient markets in an issue of
                Active Proxy Portfolio Shares without precise knowledge of a fund's
                underlying portfolio. This is similar to certain other existing
                exchange-traded products (for example, ETFs that invest in foreign
                securities that do not trade during U.S. trading hours), in which
                spreads may be generally wider in the early days of trading and then
                narrow as
                [[Page 40706]]
                market makers gain more confidence in their real-time hedges.
                ---------------------------------------------------------------------------
                 \40\ See note 19, supra.
                ---------------------------------------------------------------------------
                 The Funds will utilize the NYSE Proxy Portfolio Methodology that
                would allow market participants to assess the intraday value and
                associated risk of a Fund's Actual Portfolio and thereby facilitate the
                purchase and sale of Shares by investors in the secondary market at
                prices that do not vary materially from their NAV.
                 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.
                 With respect to Active Proxy Portfolio Shares generally, the
                pricing efficiency with respect to trading a series of Active Proxy
                Portfolio Shares will generally rest on the ability of market
                participants to arbitrage between the shares and a fund's portfolio, in
                addition to the ability of market participants to assess a fund's
                underlying value accurately enough throughout the trading day in order
                to hedge positions in shares effectively. Professional traders can buy
                shares that they perceive to be trading at a price less than that which
                will be available at a subsequent time and sell shares they perceive to
                be trading at a price higher than that which will be available at a
                subsequent time. It is expected that, as part of their normal day-to-
                day trading activity, market makers assigned to shares by the Exchange,
                off-exchange market makers, firms that specialize in electronic
                trading, hedge funds and other professionals specializing in short-
                term, non-fundamental trading strategies will assume the risk of being
                ``long'' or ``short'' shares through such trading and will hedge such
                risk wholly or partly by simultaneously taking positions in correlated
                assets \41\ or by netting the exposure against other, offsetting
                trading positions--much as such firms do with existing ETFs and other
                equities. Disclosure of a fund's investment objective and principal
                investment strategies in its prospectus and SAI should permit
                professional investors to engage easily in this type of hedging
                activity.
                ---------------------------------------------------------------------------
                 \41\ Price correlation trading is used throughout the financial
                industry. It is used to discover both trading opportunities to be
                exploited, such as currency pairs and statistical arbitrage, as well
                as for risk mitigation such as dispersion trading and beta hedging.
                These correlations are a function of differentials, over time,
                between one or multiple securities pricing. Once the nature of these
                price deviations have been quantified, a universe of securities is
                searched in an effort to, in the case of a hedging strategy,
                minimize the differential. Once a suitable hedging basket has been
                identified, a trader can minimize portfolio risk by executing the
                hedging basket. The trader then can monitor the performance of this
                hedge throughout the trade period, making corrections where
                warranted.
                ---------------------------------------------------------------------------
                 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 Funds that the
                NAV per Share of a 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 a Fund's SAI, shareholder reports, and its Form N-CSR, Form N-
                PORT and Form N-CEN. A Fund's SAI and shareholder reports will be
                available free upon request from a 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. In addition, with respect to
                each Fund, 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, ETFs,
                ETNs, U.S. exchange-traded common stocks, preferred stocks and ADRs
                will be available via the CTA high-speed line or from the exchange on
                which such securities trade. Price information for futures, foreign
                stocks and cash equivalents is available through major market data
                vendors. The website for the Funds will include a form of the
                prospectus for each Fund 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. 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 each Fund (including 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 proposed Rule 8.601-E.\42\
                ---------------------------------------------------------------------------
                 \42\ See Amendment 6 to SR-NYSEArca-2019-95, referenced in note
                13, supra.
                ---------------------------------------------------------------------------
                 The Shares of the Funds will be subject to proposed Rule 8.601-
                E(d)(2)(D), which 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.
                 The proposed rule change is designed to perfect the mechanism of a
                free and open market and, in general, to protect investors and the
                public interest in that it will facilitate the listing and trading of
                an additional type of actively-managed exchange-traded product that
                will enhance competition among market participants, to the benefit of
                investors and the marketplace. The Exchange will obtain a
                representation from the Adviser, prior to commencement of trading in
                the Shares of a Fund, that it will advise the Exchange of any failure
                by a Fund to comply with the continued listing requirements, and,
                pursuant to its obligations under Section 19(g)(1) of the Act, the
                Exchange will monitor for compliance with the continued listing
                requirements. If a Fund is not in compliance with the applicable
                listing requirements, the Exchange will commence delisting procedures
                under NYSE Arca Rule 5.5-E(m).
                 As noted above, the Exchange has in place surveillance procedures
                relating to trading in the Shares 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
                [[Page 40707]]
                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.
                III. Discussion and Commission Findings
                 After careful review, the Commission finds that the proposed rule
                change, as modified by Amendment No. 5, is consistent with the Act and
                rules and regulations thereunder applicable to a national securities
                exchange.\43\ In particular, the Commission finds that the proposed
                rule change, as modified by Amendment No. 5 is consistent with Section
                6(b)(5) of the Act,\44\ which requires, among other things, that the
                Exchange's rules be 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. The Commission notes that in a
                separate order, it approved the Exchange's proposed rule change to
                adopt NYSE Arca Rule 8.601-E to permit the listing and trading of
                Active Proxy Portfolio Shares.\45\
                ---------------------------------------------------------------------------
                 \43\ In approving this proposed rule change, the Commission
                notes that it has considered the proposed rule's impact on
                efficiency, competition, and capital formation. See 15 U.S.C.
                78c(f).
                 \44\ 15 U.S.C. 78f(b)(5).
                 \45\ See note 3 supra.
                ---------------------------------------------------------------------------
                 The Commission believes that the proposal is reasonably designed to
                promote fair disclosure of information that may be necessary to price
                the Shares appropriately and to prevent trading in the Shares when a
                reasonable degree of certain pricing transparency cannot be assured. As
                such, the Commission believes the proposal is reasonably designed to
                maintain a fair and orderly market for trading the Shares. The
                Commission also finds that the proposal is consistent with Section
                11A(a)(1)(C)(iii) of the Act, which sets forth Congress's finding that
                it is in the public interest and appropriate for the protection of
                investors and the maintenance of fair and orderly markets to assure the
                availability to brokers, dealers, and investors of information with
                respect to quotations for, and transactions in, securities.
                 Specifically, the Commission notes that the Exchange, prior to
                commencement of trading in the Shares, will obtain a representation
                from the issuer of the Shares of each Fund that the NAV per Share 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.\46\ Information regarding market price
                and trading volume of the Shares will be continually available on a
                real-time basis throughout the day on brokers' computer screens and
                other electronic services. Quotation and last-sale information for the
                Shares, ETFs, ETNs, U.S. exchange-traded common stocks, preferred
                stocks, and ADRs will be available via the Consolidated Tape
                Association high-speed line or from the exchange on which such
                securities trade. Price information for futures, foreign stocks and
                cash equivalents is available through major market data vendors. The
                Funds' website will include additional information updated on a daily
                basis, including, on a per Share basis for each Fund, the prior
                business day's NAV, the closing price or bid/ask price at the time of
                calculation of such NAV, and a calculation of the premium or discount
                of the closing price or bid/ask price against such NAV. The website
                will also disclose the percentage weight overlap between the holdings
                of the Proxy Portfolio compared to the Actual Portfolio holdings for
                the prior business day, and any other information regarding premiums
                and discounts and the bid/ask spread for a Fund as may be required for
                other ETFs under Rule 6c-11 under the 1940 Act. The Proxy Portfolio
                holdings for each Fund (including 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 and each Fund's website will disclose the information
                required under Rule 8.601-E(c)(3).\47\ The website and information will
                be publicly available at no charge.
                ---------------------------------------------------------------------------
                 \46\ See NYSE Arca Rule 8.601-E(d)(1)(B).
                 \47\ See Rule 8.601-E(c)(3), which requires 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
                portfolio.
                ---------------------------------------------------------------------------
                 In addition, the Exchange states that intraday pricing information
                for all constituents of the Proxy Portfolio that are exchange-traded,
                which includes all eligible instruments except cash and cash
                equivalents, will be available on the exchanges on which they are
                traded and through subscription services, and that intraday pricing
                information for cash equivalents will be available through subscription
                services and/or pricing services.
                 The Commission also notes that the Exchange's rules regarding
                trading halts help to ensure the maintenance of fair and orderly
                markets for the Shares. Specifically, pursuant to its rules, the
                Exchange may consider all relevant factors in exercising its discretion
                to halt trading in the Shares and will halt trading in the Shares under
                the conditions specified in NYSE Arca Rule 7.12-E. Trading may be
                halted because of market conditions or for reasons that, in the view of
                the Exchange, make trading in the Shares inadvisable, including (1) 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 (2) whether other unusual conditions or circumstances
                detrimental to the maintenance of a fair and orderly market are
                present.\48\ Trading in the Shares also will be subject to NYSE Arca
                Rule 8.601-E(d)(2)(D), which sets forth additional circumstances under
                which trading in the Shares will be halted.
                ---------------------------------------------------------------------------
                 \48\ See NYSE Arca Rule 8.601-E(d)(2)(D)(i).
                ---------------------------------------------------------------------------
                 The Commission also believes that the proposal is reasonably
                designed to help prevent fraudulent and manipulative acts and
                practices. Specifically, the Exchange provides that:
                 The Adviser is not registered as a broker-dealer but is
                affiliated with a broker-dealer and 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 a
                Fund's Actual Portfolio and/or Proxy Portfolio;
                 Any person related to the Adviser or a Fund who makes
                decisions pertaining to the Fund's Actual Portfolio and/or Proxy
                Portfolio or who 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
                [[Page 40708]]
                Portfolio and/or the Proxy Portfolio or changes thereto;
                 In the event (a) the Adviser becomes registered as a
                broker-dealer or becomes newly affiliated with a broker-dealer or (b)
                any new adviser or sub-adviser is a registered broker-dealer, or
                becomes affiliated with a broker-dealer, it will implement and maintain
                a fire wall with respect to its relevant personnel or its broker-dealer
                affiliate regarding access to information concerning the composition of
                and/or changes to a 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 a Fund's
                Actual Portfolio and/or Proxy Portfolio or changes thereto; and
                 Any person or entity, including any service provider for a
                Fund, 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, and 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 of and/or changes to a Fund's Actual Portfolio and/or Proxy
                Portfolio.
                 Finally, 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,\49\ and that these surveillance 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.
                ---------------------------------------------------------------------------
                 \49\ See NYSE Arca Rule 8.601-E, Commentary .03, which requires,
                as part of the surveillance procedures for Active Proxy Portfolio
                Shares, a Fund's investment adviser to, 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 the Fund.
                ---------------------------------------------------------------------------
                 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.
                 In support of this proposal, the Exchange represents that:
                 (1) The Shares will conform to the initial and continued listing
                criteria under NYSE Arca Rule 8.601-E.
                 (2) A minimum of 100,000 Shares for each Fund will be outstanding
                at the commencement of trading on the Exchange.
                 (3) The Exchange or FINRA, on behalf of the Exchange, or both, will
                communicate as needed, and may obtain information, regarding trading in
                the Shares and underlying exchange-traded instruments with other
                markets and other entities that are members of the ISG. In addition,
                the Exchange may obtain information regarding trading in the Shares and
                exchange-traded instruments from markets and other entities with which
                the Exchange has in place a comprehensive surveillance sharing
                agreement. Any foreign common stocks held by a Fund will be traded on
                an exchange that is a member of the ISG or with which the Exchange has
                in place a comprehensive surveillance sharing agreement.
                 (4) The Exchange has appropriate rules to facilitate transactions
                in the Shares during all trading sessions.
                 (5) For initial and continued listing, the Funds will be in
                compliance with Rule 10A-3 under the Act.\50\
                ---------------------------------------------------------------------------
                 \50\ See 17 CFR 240.10A-3.
                ---------------------------------------------------------------------------
                 (6) Each Fund's holdings will conform to the permissible
                investments as set forth in the Application and Exemptive Order and the
                holdings will be consistent with all requirements set forth in the
                Application and Exemptive Order. Each Fund's investments, including
                derivatives, will be consistent with its investment objective and will
                not be used to enhance leverage (although certain derivatives and other
                investments may result in leverage).
                 (7) 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
                FINRA will continue to monitor Exchange members for compliance with
                such requirements.
                 The Exchange also represents that all statements and
                representations made in the filing regarding: (1) The description of
                the portfolios or reference assets; (2) limitations on portfolio
                holdings or reference assets; or (3) the applicability of Exchange
                listing rules specified in the filing constitute continued listing
                requirements for listing the Shares on the Exchange. In addition, the
                Exchange represents that the Exchange will obtain a representation from
                the Adviser, prior to commencement of trading in the Shares, that the
                Adviser will advise the Exchange of any failure by a Fund to comply
                with the continued listing requirements and, pursuant to its
                obligations under Section 19(g)(1) of the Act, the Exchange will
                monitor \51\ 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).
                ---------------------------------------------------------------------------
                 \51\ The Commission notes that certain proposals for the listing
                and trading of exchange-traded products include a representation
                that the exchange will ``surveil'' for compliance with the continued
                listing requirements. See, e.g., Securities Exchange Act Release No.
                77499 (April 1, 2016), 81 FR 20428, 20432 (April 7, 2016) (SR-BATS-
                2016-04). In the context of this representation, it is the
                Commission's view that ``monitor'' and ``surveil'' both mean ongoing
                oversight of compliance with the continued listing requirements.
                Therefore, the Commission does not view ``monitor'' as a more or
                less stringent obligation than ``surveil'' with respect to the
                continued listing requirements.
                ---------------------------------------------------------------------------
                IV. Solicitation of Comments on Amendment No. 5 to the Proposed Rule
                Change
                 Interested persons are invited to submit written data, views, and
                arguments concerning whether the proposed rule change, as modified by
                Amendment No. 5, is consistent with the Exchange 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 [email protected]. Please include
                File Number SR-NYSEArca-2019-96 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-2019-96. 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
                [[Page 40709]]
                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-2019-96, and should
                be submitted on or before July 28, 2020.
                V. Accelerated Approval of Proposed Rule Change, as Modified by
                Amendment No. 5
                 The Commission finds good cause to approve the proposed rule
                change, as modified by Amendment No. 5, prior to the thirtieth day
                after the date of publication of notice of the filing of Amendment No.
                5 in the Federal Register. In Amendment No. 5, the Exchange modified
                the description of each Fund and conformed the description of NYSE Arca
                Rule 8.601-E to the final rule approved in the Active Proxy Portfolio
                Shares Order.\52\ Amendment No. 5 also provides other clarifications
                and additional information related to the Funds.\53\ The changes and
                additional information in Amendment No. 5 assist the Commission in
                finding that the proposal is consistent with the Exchange Act.
                Accordingly, the Commission finds good cause, pursuant to Section
                19(b)(2) of the Exchange Act,\54\ to approve the proposed rule change,
                as modified by Amendment No. 5, on an accelerated basis.
                ---------------------------------------------------------------------------
                 \52\ See supra note 3.
                 \53\ See Amendment No. 5, supra note 12.
                 \54\ 15 U.S.C. 78s(b)(2).
                ---------------------------------------------------------------------------
                VI. Conclusion
                 It is therefore ordered, pursuant to Section 19(b)(2) of the Act
                \55\ that the proposed rule change (SR-NYSEArc-2019-96), as modified by
                Amendment No. 5, be, and it hereby is, approved on an accelerated
                basis.
                ---------------------------------------------------------------------------
                 \55\ Id.
                 For the Commission, by the Division of Trading and Markets,
                pursuant to delegated authority.\56\
                ---------------------------------------------------------------------------
                 \56\ 17 CFR 200.30-3(a)(12).
                ---------------------------------------------------------------------------
                J. Matthew DeLesDernier,
                Assistant Secretary.
                [FR Doc. 2020-14490 Filed 7-6-20; 8:45 am]
                BILLING CODE 8011-01-P
                

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