American Century ETF Trust, et al., 22478-22479 [2020-08477]
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22478
Federal Register / Vol. 85, No. 78 / Wednesday, April 22, 2020 / Notices
2. Rule 17d–3 under the 1940 Act
provides an exemption from section
17(d) and rule 17d–1 to permit openend management investment companies
to enter into distribution arrangements
pursuant to rule 12b–1 under the 1940
Act. Applicants request an order under
section 17(d) of, and rule 17d–1 under,
the 1940 Act, to the extent necessary, to
permit each Fund to impose asset–based
service and/or distribution fees (in a
manner similar to rule 12b–1 fees for an
open–end management investment
company). Applicants have agreed to
comply with rules 12b–1 and 17d–3 as
if those rules apply to closed–end
management investment companies,
which they believe will resolve any
concerns that might arise in connection
with a Fund financing the distribution
of its Shares through asset-based service
and/or distribution fees.
For the reasons stated above,
applicants submit that the exemptions
requested under section 6(c) are
necessary and appropriate in the public
interest and are consistent with the
protection of investors and the purposes
fairly intended by the policy and
provisions of the 1940 Act.
Applicants further submit that the
relief requested pursuant to section
23(c)(3) will be consistent with the
protection of investors and will insure
that applicants do not unfairly
discriminate against any holders of the
class of securities to be purchased.
Finally, applicants state that the Funds’
imposition of asset-based service and/or
distribution fees is consistent with the
provisions, policies, and purposes of the
1940 Act and does not involve
participation on a basis different from or
less advantageous than that of other
participants.
Applicants’ Condition
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Applicants agree that any order
granting the requested relief will be
subject to the following condition:
Each Fund relying on the requested order
will comply with the provisions of rules 6c–
10, 12b–1, 17d–3, 18f–3, 22d–1 and, where
applicable, 11a–3 under the 1940 Act, as
amended from time to time or replaced, as if
those rules applied to closed-end
management investment companies, and will
comply with FINRA Rule 2341, as amended
from time to time, as if that rule applies to
all closed-end management investment
companies.
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–08476 Filed 4–21–20; 8:45 am]
BILLING CODE 8011–01–P
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SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33841; File No. 812–15082]
American Century ETF Trust, et al.
April 16, 2020.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application for an order
under section 6(c) of the Investment
Company Act of 1940 (‘‘Act’’) for an
exemption from sections 2(a)(32),
5(a)(1), 22(d) and 22(e) of the Act and
rule 22c–1 under the Act, under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) of the Act for an exemption
from sections 12(d)(1)(A) and
12(d)(1)(B) of the Act.
Applicants: American Century ETF
Trust (the ‘‘Trust’’) and American
Century Investment Management, Inc.
(the ‘‘Adviser’’).
Summary of Application: Applicants
request an order (‘‘Order’’) that permits:
(a) The Funds (defined below) to issue
shares (‘‘Shares’’) redeemable in large
aggregations only (‘‘creation units’’); (b)
secondary market transactions in Shares
to occur at negotiated market prices
rather than at net asset value; (c) certain
Funds to pay redemption proceeds,
under certain circumstances, more than
seven days after the tender of Shares for
redemption; (d) certain affiliated
persons of a Fund to deposit securities
into, and receive securities from, the
Fund in connection with the purchase
and redemption of creation units; and
(e) certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
Funds to acquire Shares of the Funds.
The Order would incorporate by
reference terms and conditions of a
previous order granting the same relief
sought by applicants, as that order may
be amended from time to time
(‘‘Reference Order’’).1
Filing Date: The application was filed
on December 11, 2019 and amended on
February 24, 2020 and April 9, 2020.
Hearing or Notification of Hearing: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants
1 Natixis
ETF Trust II, et al., Investment Company
Act Rel. Nos. 33684 (November 14, 2019) (notice)
and 33711 (December 10, 2019) (order).
PO 00000
Frm 00086
Fmt 4703
Sfmt 4703
with a copy of the request by email.
Hearing requests should be received by
the Commission by 5:30 p.m. on May
11, 2020, and should be accompanied
by proof of service on applicants, in the
form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0–
5 under the Act, hearing requests should
state the nature of the writer’s interest,
any facts bearing upon the desirability
of a hearing on the matter, the reason for
the request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
emailing the Commission’s Secretary at
Secretarys-Office@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
American Century ETF Trust and
American Century Investment
Management, Inc., chuck_etherington@
americancentury.com.
FOR FURTHER INFORMATION CONTACT: Erin
Loomis Moore, Senior Counsel, at (202)
551–6721 or Andrea Ottomanelli
Magovern, Branch Chief, at (202) 551–
6825 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
website by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants
1. The Trust is a statutory trust
organized under the laws of the State of
Delaware and will consist of one or
more series operating as a Fund. The
Trust is registered as an open-end
management investment company
under the Act. Applicants seek relief
with respect to two Funds (as defined
below, and those Funds, the ‘‘Initial
Funds’’). The Funds will offer exchangetraded shares utilizing active
management investment strategies as
contemplated by the Reference Order.2
2. The Adviser, a Delaware
corporation, will be the investment
adviser to the Initial Funds. Subject to
approval by the Fund’s board of
trustees, the Adviser (as defined below)
will serve as investment adviser to each
Fund. The Adviser is, and any other
Adviser will be, registered as an
investment adviser under the
Investment Advisers Act of 1940
(‘‘Advisers Act’’). The Adviser may
enter into sub-advisory agreements with
2 To facilitate arbitrage, among other things, each
day a Fund will publish a basket of securities and
cash that, while different from the Fund’s portfolio,
is designed to closely track its daily performance.
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22479
Federal Register / Vol. 85, No. 78 / Wednesday, April 22, 2020 / Notices
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other investment advisers to act as subadvisers with respect to the Funds (each
a ‘‘Sub-Adviser’’). Any Sub-Adviser to a
Fund will be registered under the
Advisers Act.
3. The Trust will enter into a
distribution agreement with one or more
distributors. Each distributor will be a
broker-dealer registered under the
Securities Exchange Act of 1934, as
amended, and will act as the distributor
and principal underwriter of Shares of
the Funds. Applicants request that the
requested relief apply to any distributor
of Shares, whether affiliated or
unaffiliated with the Adviser and/or
Sub-Adviser. Any distributor will
comply with the terms and conditions
of the Order.
Applicants’ Requested Exemptive Relief
4. Applicants seek the requested
Order under section 6(c) of the Act for
an exemption from sections 2(a)(32),
5(a)(1), 22(d) and 22(e) of the Act and
rule 22c–1 under the Act, under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) of the Act for an exemption
from sections 12(d)(1)(A) and
12(d)(1)(B) of the Act. The requested
Order would permit applicants to offer
Funds that utilize the NYSE Proxy
Portfolio Methodology. Because the
relief requested is the same as the relief
granted by the Commission under the
Reference Order and because the
Adviser has entered into a licensing
agreement with NYSE Group, Inc. in
order to offer Funds that utilize the
NYSE Proxy Portfolio Methodology,3
the Order would incorporate by
reference the terms and conditions of
the Reference Order.
5. Applicants request that the Order
apply to the Initial Funds and to any
other existing or future registered openend management investment company
or series thereof that: (a) Is advised by
the Adviser or any entity controlling,
controlled by, or under common control
with the Adviser (any such entity
included in the term ‘‘Adviser’’); (b)
offers exchange-traded shares utilizing
active management investment
strategies as contemplated by the
Reference Order; and (c) complies with
the terms and conditions of the Order
and of the Reference Order, which is
incorporated by reference into the Order
(each such company or series and any
Initial Fund, a ‘‘Fund’’).4
3 The NYSE Proxy Portfolio Methodology (as
defined in the Reference Order) is the intellectual
property of the NYSE Group, Inc.
4 All entities that currently intend to rely on the
Order are named as applicants. Any other entity
that relies on the Order in the future will comply
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17:59 Apr 21, 2020
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6. Section 6(c) of the Act provides that
the Commission may exempt any
person, security or transaction, or any
class of persons, securities or
transactions, from any provisions of the
Act, if and to the extent that such
exemption is necessary or appropriate
in the public interest and consistent
with the protection of investors and the
purposes fairly intended by the policy
and provisions of the Act. Section 17(b)
of the Act authorizes the Commission to
exempt a proposed transaction from
section 17(a) of the Act if evidence
establishes that the terms of the
transaction, including the consideration
to be paid or received, are reasonable
and fair and do not involve
overreaching on the part of any person
concerned, and the transaction is
consistent with the policies of the
registered investment company and the
general purposes of the Act. Section
12(d)(1)(J) of the Act provides that the
Commission may exempt any person,
security, or transaction, or any class of
persons, securities or transactions, from
any provision of section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Applicants submit that for the reasons
stated in the Reference Order the
requested relief meets the exemptive
standards under sections 6(c), 17(b) and
12(d)(1)(J) of the Act.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–08477 Filed 4–21–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88674; File No. SR–CBOE–
2020–036]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Extend the Operation
of Its SPXPM Pilot Program
April 16, 2020.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on April 13,
2020, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
with the Securities and Exchange
with the terms and conditions of the Order and of
the Reference Order, which is incorporated by
reference into the Order.
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
PO 00000
Frm 00087
Fmt 4703
Sfmt 4703
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the Exchange. The
Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of
the Act 3 and Rule 19b–4(f)(6)
thereunder.4 The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe Exchange, Inc. (the ‘‘Exchange’’
or ‘‘Cboe Options’’) proposes to extend
the operation of its SPXPM pilot
program. The text of the proposed rule
change is provided below.
(additions are italicized; deletions are
[bracketed])
*
*
*
*
*
Rules of Cboe Exchange, Inc.
*
*
*
*
*
Rule 4.13. Series of Index Options
*
*
*
*
*
Interpretations and Policies
.01–.12 No change.
.13 In addition to A.M.-settled S&P 500
Stock Index options approved for trading on
the Exchange pursuant to Rule 4.13, the
Exchange may also list options on the S&P
500 Index whose exercise settlement value is
derived from closing prices on the last
trading day prior to expiration (P.M.-settled
third Friday-of-the-month SPX options
series). The Exchange may also list options
on the Mini-SPX Index (‘‘XSP’’) whose
exercise settlement value is derived from
closing prices on the last trading day prior to
expiration (‘‘P.M.-settled’’). P.M.-settled third
Friday-of-the-month SPX options series and
P.M.-settled XSP options will be listed for
trading for a pilot period ending [May
4]November 2, 2020.
*
*
*
*
*
The text of the proposed rule change
is also available on the Exchange’s
website (https://www.cboe.com/
AboutCBOE/CBOELegal
RegulatoryHome.aspx), at the
Exchange’s Office of the Secretary, and
at the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
3 15
4 17
E:\FR\FM\22APN1.SGM
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
22APN1
]]>Agencies
[Federal Register Volume 85, Number 78 (Wednesday, April 22, 2020)]
[Notices]
[Pages 22478-22479]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-08477]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33841; File No. 812-15082]
American Century ETF Trust, et al.
April 16, 2020.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (``Act'') for an exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the
Act, under sections 6(c) and 17(b) of the Act for an exemption from
sections 17(a)(1) and 17(a)(2) of the Act, and under section
12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and
12(d)(1)(B) of the Act.
Applicants: American Century ETF Trust (the ``Trust'') and American
Century Investment Management, Inc. (the ``Adviser'').
Summary of Application: Applicants request an order (``Order'')
that permits: (a) The Funds (defined below) to issue shares
(``Shares'') redeemable in large aggregations only (``creation
units''); (b) secondary market transactions in Shares to occur at
negotiated market prices rather than at net asset value; (c) certain
Funds to pay redemption proceeds, under certain circumstances, more
than seven days after the tender of Shares for redemption; (d) certain
affiliated persons of a Fund to deposit securities into, and receive
securities from, the Fund in connection with the purchase and
redemption of creation units; and (e) certain registered management
investment companies and unit investment trusts outside of the same
group of investment companies as the Funds to acquire Shares of the
Funds. The Order would incorporate by reference terms and conditions of
a previous order granting the same relief sought by applicants, as that
order may be amended from time to time (``Reference Order'').\1\
---------------------------------------------------------------------------
\1\ Natixis ETF Trust II, et al., Investment Company Act Rel.
Nos. 33684 (November 14, 2019) (notice) and 33711 (December 10,
2019) (order).
---------------------------------------------------------------------------
Filing Date: The application was filed on December 11, 2019 and
amended on February 24, 2020 and April 9, 2020.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by emailing the Commission's
Secretary at [email protected] and serving applicants with a
copy of the request by email. Hearing requests should be received by
the Commission by 5:30 p.m. on May 11, 2020, and should be accompanied
by proof of service on applicants, in the form of an affidavit or, for
lawyers, a certificate of service. Pursuant to rule 0-5 under the Act,
hearing requests should state the nature of the writer's interest, any
facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by emailing the
Commission's Secretary at [email protected].
ADDRESSES: The Commission: [email protected]. Applicants:
American Century ETF Trust and American Century Investment Management,
Inc., [email protected].
FOR FURTHER INFORMATION CONTACT: Erin Loomis Moore, Senior Counsel, at
(202) 551-6721 or Andrea Ottomanelli Magovern, Branch Chief, at (202)
551-6825 (Division of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number, or for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Applicants
1. The Trust is a statutory trust organized under the laws of the
State of Delaware and will consist of one or more series operating as a
Fund. The Trust is registered as an open-end management investment
company under the Act. Applicants seek relief with respect to two Funds
(as defined below, and those Funds, the ``Initial Funds''). The Funds
will offer exchange-traded shares utilizing active management
investment strategies as contemplated by the Reference Order.\2\
---------------------------------------------------------------------------
\2\ To facilitate arbitrage, among other things, each day a Fund
will publish a basket of securities and cash that, while different
from the Fund's portfolio, is designed to closely track its daily
performance.
---------------------------------------------------------------------------
2. The Adviser, a Delaware corporation, will be the investment
adviser to the Initial Funds. Subject to approval by the Fund's board
of trustees, the Adviser (as defined below) will serve as investment
adviser to each Fund. The Adviser is, and any other Adviser will be,
registered as an investment adviser under the Investment Advisers Act
of 1940 (``Advisers Act''). The Adviser may enter into sub-advisory
agreements with
[[Page 22479]]
other investment advisers to act as sub-advisers with respect to the
Funds (each a ``Sub-Adviser''). Any Sub-Adviser to a Fund will be
registered under the Advisers Act.
3. The Trust will enter into a distribution agreement with one or
more distributors. Each distributor will be a broker-dealer registered
under the Securities Exchange Act of 1934, as amended, and will act as
the distributor and principal underwriter of Shares of the Funds.
Applicants request that the requested relief apply to any distributor
of Shares, whether affiliated or unaffiliated with the Adviser and/or
Sub-Adviser. Any distributor will comply with the terms and conditions
of the Order.
Applicants' Requested Exemptive Relief
4. Applicants seek the requested Order under section 6(c) of the
Act for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e)
of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b)
of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the
Act, and under section 12(d)(1)(J) of the Act for an exemption from
sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. The requested Order
would permit applicants to offer Funds that utilize the NYSE Proxy
Portfolio Methodology. Because the relief requested is the same as the
relief granted by the Commission under the Reference Order and because
the Adviser has entered into a licensing agreement with NYSE Group,
Inc. in order to offer Funds that utilize the NYSE Proxy Portfolio
Methodology,\3\ the Order would incorporate by reference the terms and
conditions of the Reference Order.
---------------------------------------------------------------------------
\3\ The NYSE Proxy Portfolio Methodology (as defined in the
Reference Order) is the intellectual property of the NYSE Group,
Inc.
---------------------------------------------------------------------------
5. Applicants request that the Order apply to the Initial Funds and
to any other existing or future registered open-end management
investment company or series thereof that: (a) Is advised by the
Adviser or any entity controlling, controlled by, or under common
control with the Adviser (any such entity included in the term
``Adviser''); (b) offers exchange-traded shares utilizing active
management investment strategies as contemplated by the Reference
Order; and (c) complies with the terms and conditions of the Order and
of the Reference Order, which is incorporated by reference into the
Order (each such company or series and any Initial Fund, a
``Fund'').\4\
---------------------------------------------------------------------------
\4\ All entities that currently intend to rely on the Order are
named as applicants. Any other entity that relies on the Order in
the future will comply with the terms and conditions of the Order
and of the Reference Order, which is incorporated by reference into
the Order.
---------------------------------------------------------------------------
6. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction, or any class of persons,
securities or transactions, from any provisions of the Act, if and to
the extent that such exemption is necessary or appropriate in the
public interest and consistent with the protection of investors and the
purposes fairly intended by the policy and provisions of the Act.
Section 17(b) of the Act authorizes the Commission to exempt a proposed
transaction from section 17(a) of the Act if evidence establishes that
the terms of the transaction, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned, and the transaction is consistent
with the policies of the registered investment company and the general
purposes of the Act. Section 12(d)(1)(J) of the Act provides that the
Commission may exempt any person, security, or transaction, or any
class of persons, securities or transactions, from any provision of
section 12(d)(1) if the exemption is consistent with the public
interest and the protection of investors. Applicants submit that for
the reasons stated in the Reference Order the requested relief meets
the exemptive standards under sections 6(c), 17(b) and 12(d)(1)(J) of
the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-08477 Filed 4-21-20; 8:45 am]
BILLING CODE 8011-01-P
