[Federal Register Volume 88, Number 64 (Tuesday, April 4, 2023)]
[Notices]
[Pages 19995-20002]
[FR Doc No: 2023-06897]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97220; File No. SR-NYSEARCA-2023-27]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To List and Trade
Shares of SGI U.S. Large Cap Core ETF

March 29, 2023.
    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 March 24, 2023, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following
under NYSE Arca Rule 8.601-E: SGI U.S. Large Cap Core ETF. The proposed
rule change is available on the Exchange's website at www.nyse.com, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange has adopted NYSE Arca Rule 8.601-E for the purpose of
permitting the listing and trading, or trading pursuant to unlisted
trading privileges (``UTP''), of Active Proxy Portfolio Shares, which
are securities issued by an actively managed open-end investment
management company.\3\ Commentary .01 to Rule 8.601-E requires the
Exchange to file separate proposals under section 19(b) of the Act
before listing and trading any series of Active Proxy Portfolio Shares
on the Exchange. Therefore, the Exchange is submitting this proposal in
order to list and trade shares (``Shares'') of Active Proxy Portfolio
Shares of the SGI U.S. Large Cap Core ETF (the ``Fund'') under Rule
8.601-E.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 89185 (June 29,
2020), 85 FR 40328 (July 6, 2020) (SR-NYSEArca-2019-95). Rule 8.601-
E(c)(1) provides that ``[t]he term ``Active Proxy Portfolio Share''
means a security that (a) is issued by a investment company
registered under the Investment Company Act of 1940 (``Investment
Company'') organized as an open-end management investment company
that invests in a portfolio of securities selected by the Investment
Company's investment adviser consistent with the Investment
Company's investment objectives and policies; (b) is issued in a
specified minimum number of shares, or multiples thereof, in return
for a deposit by the purchaser of the Proxy Portfolio or Custom
Basket, as applicable, 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 or Custom Basket, as applicable, and/or cash
to the holder by the issuer with a value equal to the next
determined NAV; and (d) the portfolio holdings for which are
disclosed within at least 60 days following the end of every fiscal
quarter.'' Rule 8.601-E(c)(2) provides that ``[t]he term ``Actual
Portfolio'' means the identities and quantities of the securities
and other assets held by the Investment Company that shall form the
basis for the Investment Company's calculation of NAV at the end of
the business day.'' Rule 8.601-E(c)(3) provides that ``[t]he term
``Proxy Portfolio'' means a specified portfolio of securities, other
financial instruments and/or cash designed to track closely the
daily performance of the Actual Portfolio of a series of Active
Proxy Portfolio Shares as provided in the exemptive relief pursuant
to the Investment Company Act of 1940 applicable to such series.''
Rule 8.601-E(c)(4) provides that the term ``Custom Basket'' means a
portfolio of securities that is different from the Proxy Portfolio
and is otherwise consistent with the exemptive relief issued
pursuant to the Investment Company Act of 1940 applicable to a
series of Active Proxy Portfolio Shares.
---------------------------------------------------------------------------

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 \4\ and for which a ``Disclosed Portfolio'' is
required to be disseminated at least once daily,\5\ the portfolio for
an issue of Active Proxy Portfolio Shares will be publicly disclosed
within at least 60 days following the end of every fiscal quarter in
accordance with normal disclosure requirements otherwise applicable to
open-end management investment companies registered under the
Investment Company Act of 1940 (the ``1940 Act'').\6\ 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 or Custom Basket, as applicable, and/or cash with a value
equal to the next-determined NAV. A series of Active Proxy Portfolio
Shares will disclose the Proxy Portfolio on a daily basis, which, as
described above, is designed to track closely the daily performance of
the Actual Portfolio of a series of Active Proxy Portfolio Shares,
instead of the actual holdings of the Investment Company, as provided
by a series of Managed Fund Shares. As set forth in NYSE Arca Rule
8.601-E(d)(2)(B)(ii), for Active Proxy Portfolio Shares using a Custom
Basket, each Business Day,\7\ before the opening of trading in the Core
Trading Session (as defined in NYSE Arca Rule 7.34-E(a)), the
Investment Company shall make publicly available on its website the
composition of any Custom Basket transacted on the previous Business
Day, except a Custom Basket that differs from the applicable Proxy
Portfolio only with respect to cash.
---------------------------------------------------------------------------

    \4\ 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).
    \5\ 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.
    \6\ 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.
    \7\ ``Business Day'' is defined to mean any day that the
Exchange is open, including any day when the Fund satisfies
redemption requests as required by section 22(e) of the 1940 Act.
---------------------------------------------------------------------------

    The Commission has previously approved \8\ and noticed for
immediate effectiveness \9\ the listing and trading on the Exchange of
series of Active Proxy Portfolio Shares under NYSE Arca Rule 8.601-E.
---------------------------------------------------------------------------

    \8\ See Securities Exchange Act Release Nos. 89185 (June 29,
2020), 85 FR 40328 (July 6, 2020) (SR-NYSEArca-2019-95) (Notice of
Filing of Amendment No. 6 and Order Granting Accelerated Approval of
a Proposed Rule Change, as Modified by Amendment No. 6, to Adopt
NYSE Arca Rule 8.601-E to Permit the Listing and Trading of Active
Proxy Portfolio Shares and To List and Trade Shares of the Natixis
U.S. Equity Opportunities ETF Under Proposed NYSE Arca Rule 8.601-E)
(the ``Natixis Order''); 89192 (June 30, 2020), 85 FR 40699 (July 7,
2020) (SR-NYSEArca-2019-96) (Notice of Filing of Amendment No. 5 and
Order Granting Accelerated Approval of a Proposed Rule Change, as
Modified by Amendment No. 5, to List and Trade Two Series of Active
Proxy Portfolio Shares Issued by the American Century ETF Trust
under NYSE Arca Rule 8.601-E); 89191 (June 30, 2020), 85 FR 40358
(July 6, 2020) (SR-NYSEArca-2019-92) (Notice of Filing of Amendment
No. 3 and Order Granting Accelerated Approval of a Proposed Rule
Change, as Modified by Amendment No. 3, to List and Trade Four
Series of Active Proxy Portfolio Shares Issued by T. Rowe Price
Exchange-Traded Funds, Inc. under NYSE Arca Rule 8.601-E); 89438
(July 31, 2020), 85 FR 47821 (August 6, 2020) (SR-NYSEArca-2020-51)
(Order Granting Approval of a Proposed Rule Change, as Modified by
Amendment No. 2, to List and Trade Shares of Natixis Vaughan Nelson
Select ETF and Natixis Vaughan Nelson MidCap ETF under NYSE Arca
Rule 8.601-E); 91266 (March 5, 2021), 86 FR 13930 (March 11, 2021)
(SR-NYSEArca-2020-104) (Order Approving a Proposed Rule Change, as
Modified by Amendment No. 2, To List and Trade Shares of the Stance
Equity ESG Large Cap Core ETF Under NYSE Arca Rule 8.601-E) (the
``Stance Order'').
    \9\ See Securities Exchange Act Release Nos. 92104 (June 3,
2021), 86 FR 30635 (June 9, 2021) (NYSEArca-2021-46) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to List
and Trade Shares of the Nuveen Santa Barbara Dividend Growth ETF,
Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG
ETF Under NYSE Arca Rule 8.601-E (Active Proxy Portfolio Shares);
92958 (September 13, 2021), 86 FR 51933 (September 17, 2021)
(NYSEArca-2021-77) (Notice of Filing and Immediate Effectiveness of
Proposed Rule Change To List and Trade Shares of the Nuveen Growth
Opportunities ETF Under NYSE Arca Rule 8.601-E (Active Proxy
Portfolio Shares); 93264 (October 6, 2021), 86 FR 56989 (October 13,
2021) (SR-NYSEArca-2021-84) (Notice of Filing and Immediate
Effectiveness of Proposed Rule Change To List and Trade Shares of
the Schwab Ariel ESG ETF Under NYSE Arca Rule 8.601-E (Active Proxy
Portfolio Shares); 94486 (March 22, 2022), 87 FR 17351 (March 28,
2022) (SR-NYSEArca-2022-14) (Notice of Filing and Immediate
Effectiveness of Proposed Rule Change to List and Trade Shares of
the Columbia Seligman Semiconductor and Technology ETF Under NYSE
Arca Rule 8.601 (Active Proxy Portfolio Shares); 94908 (May 13,
2022), 87 FR 30524 (May 19, 2022) (SR-NYSEArca-2022-28) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to List
and Trade Shares of the Principal Real Estate Active Opportunities
ETF Under NYSE Arca Rule 8.601 (Active Proxy Portfolio Shares));
94902 (May 12, 2022), 87 FR 30286 (May 18, 2022) (SR-NYSEArca-2022-
29) (Notice of Filing and Immediate Effectiveness of Proposed Rule
Change to List and Trade Shares of the IQ Winslow Large Cap Growth
ETF and IQ Winslow Focused Large Cap Growth ETF Under NYSE Arca Rule
8.601-E (Active Proxy Portfolio Shares)).
---------------------------------------------------------------------------

    The Shares of the Fund will be series of The RBB Fund, Inc. (the
``Company''), a Maryland corporation registered with the Commission as
an open-end management investment company.\10\ Summit Global
Investments, LLC will be the investment adviser to the Fund (the
``Adviser''). U.S. Bank, N.A. will serve as the Fund's custodian (the
``Custodian''). Quasar Distributors, LLC will act as the distributor
(the ``Distributor'') for the Fund.
---------------------------------------------------------------------------

    \10\ The Company is registered under the 1940 Act. On April 8,
2022, the Company filed a registration statement on Form N-1A under
the 1940 Act relating to the Fund (File No. 811-05518) (the
``Registration Statement''). The Company filed a third amended
application for an order under section 6(c) of the 1940 Act for
exemptions from various provisions of the 1940 Act and rules
thereunder on September 26, 2022 (File No. 812-15352). See
Investment Company Act Release No. 34835 (February 17, 2023) (the
``Application''). On March 15, 2023, the Commission issued an order
under the 1940 Act granting the exemptions requested in the
Application (Investment Company Act Release Nos. 34858 (March 15,
2023)) (the ``Exemptive Order''). Investments made by the Fund will
comply with the conditions set forth in the Application and the
Exemptive Order. The description of the operation of the Fund herein
is based, in part, on the Registration Statement, Application, and
Exemptive Order. The Exchange will not commence trading in Shares of
the Fund until the Registration Statement is effective.
---------------------------------------------------------------------------

    Commentary .04 to NYSE Arca Rule 8.601-E provides that, if the
investment adviser to the Investment Company issuing Active Proxy
Portfolio Shares is registered as a broker-dealer or is affiliated with
a broker-dealer, such investment adviser will erect and maintain a
``fire wall'' between the investment adviser and personnel of the
broker-dealer or broker-dealer affiliate, as applicable, with respect
to access to information concerning the composition and/or changes to
such Investment Company's Actual Portfolio, Proxy Portfolio, and/or
Custom Basket, as applicable. Any person related to the investment
adviser or Investment Company who makes decisions pertaining to the
Investment Company's Actual Portfolio, Proxy Portfolio, and/or Custom
Basket, as applicable, or has access to non-public information
regarding the Investment Company's Actual Portfolio, Proxy Portfolio,
and/or Custom Basket, as applicable, 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,
Proxy Portfolio, and/or Custom Basket, as applicable, or changes
thereto. Commentary .04 is similar to Commentary .03(a)(i) and (iii) to
NYSE Arca Rule 5.2-E(j)(3); however, Commentary .04, in connection with
the establishment of a ``fire wall'' between the investment adviser and
the broker-dealer, reflects the applicable open-end fund's portfolio,
not an underlying benchmark index, as is the case with index-based
funds.\11\ Commentary .04 is

also similar to Commentary .06 to Rule 8.600-E related to Managed Fund
Shares, except that Commentary .04 relates to establishment and
maintenance of a ``fire wall'' between the investment adviser and
personnel of the broker-dealer or broker-dealer affiliate, as
applicable, applicable to an Investment Company's Actual Portfolio,
Proxy Portfolio, and/or Custom Basket, as applicable, or changes
thereto, and not just to the underlying portfolio, as is the case with
Managed Fund Shares.
---------------------------------------------------------------------------

    \11\ 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.
---------------------------------------------------------------------------

    In addition, Commentary .05 to Rule 8.601-E provides that any
person or entity, including a custodian, Reporting Authority,
distributor, or administrator, who has access to non-public information
regarding the Investment Company's Actual Portfolio, Proxy Portfolio,
or Custom Basket, as applicable, 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, Proxy Portfolio, or Custom Basket, as
applicable, 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, Proxy Portfolio, or Custom Basket,
as applicable.
    The Adviser is not registered as a broker-dealer but is affiliated
with a broker-dealer. The Adviser has implemented and will maintain a
``fire wall'' with respect to such broker-dealer affiliate regarding
access to information concerning the composition of and/or changes to
the Fund's Actual Portfolio, Proxy Portfolio, and/or Custom Basket, as
applicable.
    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 the Fund's Actual Portfolio, Proxy
Portfolio, and/or Custom Basket, as applicable, and will be subject to
procedures designed to prevent the use and dissemination of material
non-public information regarding the Fund's Actual Portfolio, Proxy
Portfolio, and/or Custom Basket, as applicable, or changes thereto. Any
person related to the Adviser or the Fund who makes decisions
pertaining to the Fund's Actual Portfolio, Proxy Portfolio, or Custom
Basket, as applicable, or has access to non-public information
regarding the Fund's Actual Portfolio, Proxy Portfolio, and/or Custom
Basket, as applicable, or changes thereto are subject to procedures
reasonably designed to prevent the use and dissemination of material
non-public information regarding the Fund's Actual Portfolio, Proxy
Portfolio, and/or Custom Basket, as applicable or changes thereto.
    In addition, any person or entity, including any service provider
for the Fund, who has access to non-public information regarding the
Fund's Actual Portfolio, Proxy Portfolio, and/or Custom Basket, as
applicable, or changes thereto, will be subject to procedures
reasonably designed to prevent the use and dissemination of material
non-public information regarding the Fund's Actual Portfolio, Proxy
Portfolio, and/or Custom Basket, as applicable, or changes thereto.
Moreover, if any such person or entity is registered as a broker-dealer
or affiliated with a broker-dealer, such person or entity has erected
and will maintain a ``fire wall'' between the person or entity and the
broker-dealer with respect to access to information concerning the
composition and/or changes to the Fund's Actual Portfolio, Proxy
Portfolio, and/or Custom Basket, as applicable.
Description of the Fund
    According to the Registration Statement, the Adviser will identify
a Proxy Portfolio for the Fund that is designed to recreate the daily
performance of the Fund's Actual Portfolio and will only include
securities and investments in which the Fund may invest. While the
Fund's Proxy Portfolio and Actual Portfolio will hold some of the same
securities, the Proxy Portfolio and Actual Portfolio may not include
identical securities.
    The composition of the Proxy Portfolio will be published on the
Fund's website (www.sgiam.com) each Business Day before the
commencement of trading of the Fund's Shares. The Fund's website will
include the following information for each portfolio holding in the
Proxy Portfolio: (1) ticker symbol; (2) CUSIP or other identifier; (3)
description of holding; (4) quantity of each security or other asset
held; and (5) percentage weight of the holding in the Proxy Portfolio.
The Proxy Portfolio will be reconstituted daily, and the Adviser will
not make intra-day changes to the Proxy Portfolio except to correct
errors in the published Proxy Portfolio.
    The Fund will, at the end of each trading day, calculate the
percentage weight overlap between its Proxy Portfolio and Actual
Portfolio (the ``Proxy Overlap'') and the standard deviation over the
past three months of the daily proxy spread (i.e., the difference, in
percentage terms, between the Proxy Portfolio per share NAV and that of
the Actual Portfolio at the end of the trading day) (the ``Tracking
Error'') and publish such information on its website before the opening
of trading each Business Day.
    The Fund's holdings will conform to the permissible investments as
set forth in the Application and Exemptive Order, and the holdings will
be consistent with all requirements in the Application and Exemptive
Order.\12\ Any foreign common stocks held by the Fund will be traded on
an exchange that is a member of the Intermarket Surveillance Group
(``ISG'') or with which the Exchange has in place a comprehensive
surveillance sharing agreement.
---------------------------------------------------------------------------

    \12\ Pursuant to the Application and Exemptive Order, the
permissible investments for the Fund include only the following
instruments: 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. to 4:00 p.m. Eastern time (``E.T.'')); U.S. exchange-traded
preferred stocks; U.S. exchange-traded American Depositary Receipts
(``ADRs''); U.S. exchange-traded real estate investment trusts; U.S.
exchange-traded commodity pools; U.S. exchange-traded metals trusts;
U.S. exchange-traded currency trusts; and U.S. exchange-traded
futures that trade contemporaneously with the Fund's Shares. In
addition, the 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 Fund will not hold short positions or invest in
derivatives other than U.S. exchange-traded futures, will not borrow
for investment purposes, and will not purchase any securities that
are illiquid investments at the time of purchase.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund's investment
objective is long-term capital

appreciation. The Fund will, under normal circumstances, invest at
least 80% of its assets in securities of companies within the Russell
1000 Index and S&P 500 Index. The Fund's investments will generally
consist of primarily of common stocks, but may also include preferred
stocks, warrants to acquire common stock, and securities convertible
into common stock. The Adviser will seek to achieve the Fund's
investment objective by investing in stocks that the Adviser believes
exhibit less volatile price patterns, strengthening business metrics
(e.g., earnings, debt, return on assets, competition, customers,
industry), and quantitative factors such as earnings variability,
leverage, and volatility.
Investment Restrictions
    The Shares of the Fund will conform to the initial and continued
listing criteria under Rule 8.601-E. The Fund's holdings will be
limited to and consistent with permissible holdings as described in the
Application and Exemptive Order and all requirements in the Application
and Exemptive Order.\13\
---------------------------------------------------------------------------

    \13\ See id.
---------------------------------------------------------------------------

    The Fund's investments, including derivatives, will be consistent
with its investment objectives and will not be used to enhance leverage
(although certain derivatives and other investments may result in
leverage). That is, the Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or -3X)
of the Fund's primary broad-based securities benchmark index (as
defined in Form N-1A).\14\
---------------------------------------------------------------------------

    \14\ The Fund's broad-based securities benchmark index will be
identified in a future amendment to its Registration Statement
following the Fund's first full calendar year of performance.
---------------------------------------------------------------------------

Purchases and Redemptions
    According to the Registration Statement, the Company will issue and
sell Shares of the Fund only in specified minimum size ``Creation
Units'' on a continuous basis through the Distributor at their NAV next
determined after receipt of an order, on any Business Day, in proper
form. The NAV of the Fund's Shares will be calculated each Business Day
as of the close of regular trading on the Exchange, ordinarily 4:00
p.m. E.T. A Creation Unit will generally consist of at least 25,000
Shares.
    According to the Registration Statement, Shares of the Fund will be
purchased and redeemed in Creation Units. Creation Units will generally
be purchased in-kind through the deposit of a designated portfolio of
securities (the ``Deposit Securities''), which will typically replicate
the Proxy Portfolio, plus the ``Cash Component,'' which is an amount
equal to the difference between the NAV of the Fund's shares (per
Creation Unit) and the market value of the Deposit Securities or
``Deposit Cash'' (as defined below), as applicable. The Cash Component
serves the function of compensating for any differences between the NAV
per Creation Unit and the market value of the Deposit Securities or
Deposit Cash, as applicable. The Deposit Cash is a ``cash in lieu''
amount that the Company may permit or require to be added to the Cash
Component to replace any Deposit Security. Together, the Deposit
Securities or Deposit Cash, as applicable, and the Cash Component
constitute the ``Fund Deposit.'' The names and quantities of the
instruments that constitute the Deposit Securities will be the same as
the Proxy Portfolio, except to the extent that the Fund requires
purchases and redemptions to be made entirely or in part on a cash
basis. Creation Units will typically be redeemed in exchange for ``Fund
Securities'' (which may not be identical to the Deposit Securities) and
a ``Cash Redemption Amount,'' which represents the difference between
the NAV of the Shares being redeemed and the value of the Fund
Securities.
    Creation Units of the Fund may be purchased and/or redeemed
entirely or partially for cash in the Company's discretion. When full
or partial cash purchases or redemptions of Creation Units are
available or specified for the Fund, they will be effected in
essentially the same manner as in-kind purchases or redemptions
thereof.\15\
---------------------------------------------------------------------------

    \15\ The Adviser represents that, to the extent the Company
effects the creation or redemption of Shares in cash on any given
day, such transactions will be effected in the same manner for all
Authorized Participants (as defined below) placing trades with the
Fund on that day.
---------------------------------------------------------------------------

    The identity and number of shares of the Deposit Securities or the
amount of Deposit Cash, as applicable, required for a Fund Deposit may
change from time to time. The Fund, through the National Securities
Clearing Corporation (the ``NSCC''), will make available on each
Business Day, immediately prior to the opening of business on the
Exchange, the list of the names and the required number of shares of
each Deposit Security or the required amount of Deposit Cash, as
applicable, to be included in the Fund Deposit. The published Fund
Deposit will apply until such time as the next-announced composition of
the Deposit Securities is made available, and there will be no intra-
day changes except to correct errors in the published Fund Deposit. The
Fund Deposit will be published each Business Day regardless of whether
the Fund decides to issue or redeem Creation Units entirely or in part
on a cash basis. The identity of the Fund Securities that will be
applicable to redemption requests received in proper form on a Business
Day will also be made available prior to the opening of business on the
Exchange on each Business Day.
    All orders to purchase or redeem Creation Units must be placed with
the Distributor by or through an Authorized Participant, who may engage
in creation or redemption transactions directly with the Fund.\16\
Orders to purchase or redeem Creation Units will be accepted until the
``Cut-Off Time,'' generally 4:00 p.m. E.T. The date on which an order
to purchase or redeem Creation Units is placed is referred to as the
``Order Placement Date.'' All Creation Unit orders must be received by
the Distributor no later than the Cut-Off Time in order to receive the
NAV determined on the Order Placement Date. When the Exchange closes
earlier than normal, the Fund may require orders for Creation Units to
be placed earlier in the Business Day.
---------------------------------------------------------------------------

    \16\ According to the Registration Statement, an ``Authorized
Participant'' is (i) a broker-dealer or other participant in the
clearing process through the Continuous Net Settlement System of the
NSCC or (ii) a DTC Participant.
---------------------------------------------------------------------------

Availability of Information
    The Fund's website (www.sgiam.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for the Fund that may be downloaded. The Fund's
website will include on a daily basis, per Share for the Fund: (1) the
prior Business Day's NAV; (2) the prior Business Day's ``Closing
Price'' or ``Bid/Ask Price''; \17\ and (3) a calculation of the
premium/discount of such Closing Price or Bid/Ask Price against such
NAV.\18\ The Adviser has represented that the Fund's website will also
provide: (1) any other information regarding premiums/discounts as may
be required for other ETFs under Rule 6c-11 under the 1940 Act, as
amended, and (2) any

information regarding the bid/ask spread for the Fund as may be
required for other ETFs under Rule 6c-11 under the 1940 Act, as
amended. The Fund's website also will disclose the information required
under Rule 8.601-E(c)(3).\19\ The website and information will be
publicly available at no charge.
---------------------------------------------------------------------------

    \17\ The ``Bid/Ask Price'' is the midpoint of the highest bid
and lowest offer based upon the National Best Bid and Offer as of
the time of calculation of the Fund's NAV. The ``National Best Bid
and Offer'' is the current national best bid and national best offer
as disseminated by the Consolidated Quotation System or UTP Plan
Securities Information Processor. The ``Closing Price'' of Shares is
the official closing price of the Shares on the Exchange.
    \18\ The ``premium/discount'' refers to the premium or discount
to the NAV at the end of a trading day and will be calculated based
on the last Bid/Ask Price on a given trading day.
    \19\ See note 3, supra. Rule 8.601-E(c)(3) provides that the
website for each series of Active Proxy Portfolio Shares shall
disclose the information regarding the Proxy Portfolio as provided
in the exemptive relief pursuant to the 1940 Act applicable to such
series, including the following, to the extent applicable: (i)
Ticker symbol; (ii) CUSIP or other identifier; (iii) Description of
holding; (iv) Quantity of each security or other asset held; and (v)
Percentage weighting of the holding in the portfolio.
---------------------------------------------------------------------------

    The identity and quantity of investments in the Proxy Portfolio for
the Fund will be publicly available on the Fund's website before the
commencement of trading in Shares on each Business Day. The website
will also include information relating to the Proxy Overlap and
Tracking Error, as discussed above. With respect to each Custom Basket
utilized by the Fund, each Business Day, before the opening of trading
in the Core Trading Session (as defined in NYSE Arca Rule 7.34-E(a)),
the Fund's website will also include the composition of any Custom
Basket transacted on the previous business day, except a Custom Basket
that differs from the Proxy Portfolio only with respect to cash.
    Typical mutual fund-style annual, semi-annual and quarterly
disclosures contained in the Fund's Commission filings will be provided
on the Fund's website on a current basis.\20\ Thus, the Fund will
publish the portfolio contents of its Actual Portfolio on a periodic
basis, and no less than 60 days after the end of every fiscal quarter.
---------------------------------------------------------------------------

    \20\ See note 6, supra.
---------------------------------------------------------------------------

    Investors can also obtain the Fund's SAI, Shareholder Reports, Form
N-CSR, N-PORT, and Form N-CEN. The prospectus, SAI, and Shareholder
Reports are available free upon request, and those documents and the
Form N-CSR, N-PORT, and Form N-CEN may be viewed on-screen or
downloaded from the Commission's website. The Exchange also notes that
pursuant to the Application, the Fund must comply with Regulation Fair
Disclosure, which prohibits selective disclosure of any material non-
public information.
    Information regarding the market price of Shares and trading volume
in Shares, will be continually available on a real-time basis
throughout the day on brokers' computer screens and other electronic
services. The previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers.
    Quotation and last sale information for the Shares and U.S.
exchange-traded instruments (excluding futures contracts) will be
available via the Consolidated Tape Association (``CTA'') high-speed
line, from the exchanges on which such securities trade, or through
major market data vendors or subscription services. Quotation and last
sale information for futures contracts will be available from the
exchanges on which they trade. Intraday price information for all
exchange-traded instruments, which include all eligible instruments
except cash and cash equivalents, will be available from the exchanges
on which they trade, or through major market data vendors or
subscription services. Intraday price information for cash equivalents
is available through major market data vendors, subscription services
and/or pricing services.
Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Fund.\21\ Trading in Shares of the Fund
will be halted if the circuit breaker parameters in NYSE Arca Rule
7.12-E have been reached. Trading also may be halted because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the Shares inadvisable. Trading in the Shares will be
subject to NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth
circumstances under which Shares of the Fund will be halted.
---------------------------------------------------------------------------

    \21\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

    Specifically, Rule 8.601-E(d)(2)(D) provides that the Exchange may
consider all relevant factors in exercising its discretion to halt
trading in a series of Active Proxy Portfolio Shares. These may
include: (a) the extent to which trading is not occurring in the
securities and/or the financial instruments composing the Proxy
Portfolio and/or Actual Portfolio; or (b) whether other unusual
conditions or circumstances detrimental to the maintenance of a fair
and orderly market are present. If the Exchange becomes aware that the
NAV, Proxy Portfolio, or Actual Portfolio with respect to a series of
Active Proxy Portfolio Shares is not disseminated to all market
participants at the same time, the Exchange shall halt trading in such
series until such time as the NAV, Proxy Portfolio, or Actual Portfolio
is available to all market participants at the same time.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace in all trading sessions in accordance with
NYSE Arca Rule 7.34-E(a). As provided in NYSE Arca Rule 7.6-E, the
minimum price variation (``MPV'') for quoting and entry of orders in
equity securities traded on the NYSE Arca Marketplace is $0.01, with
the exception of securities that are priced less than $1.00 for which
the MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing
criteria under NYSE Arca Rule 8.601-E. The Exchange has appropriate
rules to facilitate trading in the Shares during all trading sessions.
    A minimum of 100,000 Shares for the Fund will be outstanding at the
commencement of trading on the Exchange. In addition, pursuant to Rule
8.601-E(d)(1)(B), the Exchange, prior to commencement of trading in the
Shares, will obtain a representation from the Company that (i) the NAV
per Share of the Fund will be calculated daily, (ii) the NAV, Proxy
Portfolio, and the Actual Portfolio for the Fund will be made publicly
available to all market participants at the same time, and (iii) the
Company and any person acting on behalf of the Company will comply with
Regulation Fair Disclosure under the Act, including with respect to any
Custom Basket.
    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.\22\ 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.
---------------------------------------------------------------------------

    \22\ 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
such securities and underlying exchange-traded instruments from such
markets and other entities. In addition, the Exchange may obtain
information regarding trading in such securities and underlying
exchange-traded instruments from markets and other entities that are
members of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.\23\
---------------------------------------------------------------------------

    \23\ 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 Fund, upon request, as necessary to assist with
the performance of the surveillances and investigations referred to
above.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
    Commentary .03 to NYSE Arca Rule 8.601-E provides that the Exchange
will implement and maintain written surveillance procedures applicable
to Active Proxy Portfolio Shares. As part of these surveillance
procedures, the Investment Company's investment adviser will, upon
request by the Exchange or FINRA, on behalf of the Exchange, make
available to the Exchange or FINRA the daily Actual Portfolio holdings
of each series of Active Proxy Portfolio Shares. The Exchange believes
that the ability to access the information on an as needed basis will
provide it with sufficient information to perform the necessary
regulatory functions associated with listing and trading series of
Active Proxy Portfolio Shares on the Exchange, including the ability to
monitor compliance with the initial and continued listing requirements
as well as the ability to surveil for manipulation of Active Proxy
Portfolio Shares.
    The Exchange will utilize its existing procedures to monitor issuer
compliance with the requirements of Rule 8.601-E. For example, the
Exchange will continue to use intraday alerts that will notify Exchange
personnel of trading activity throughout the day that may indicate that
unusual conditions or circumstances are present that could be
detrimental to the maintenance of a fair and orderly market. The
Exchange will require from the issuer of a series of Active Proxy
Portfolio Shares, upon initial listing and periodically thereafter, a
representation that it is in compliance with Rule 8.601-E. The Exchange
notes that Commentary .01 to Rule 8.601-E requires an issuer of Active
Proxy Portfolio Shares to notify the Exchange of any failure to comply
with the continued listing requirements of Rule 8.601-E. In addition,
the Exchange will require issuers to represent that they will notify
the Exchange of any failure to comply with the terms of applicable
exemptive and no-action relief. As part of its surveillance procedures,
the Exchange will rely on the foregoing procedures to become aware of
any non-compliance with the requirements of Rule 8.601-E.
    With respect to the Fund, all statements and representations made
in this filing regarding (a) the description of the portfolio, (b)
limitations on portfolio holdings, 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 Company, prior to
commencement of trading in the Shares of the Fund, that it will advise
the Exchange of any failure by the Fund to comply with the continued
listing requirements, and, pursuant to its obligations under section
19(g)(1) of the Act, the Exchange will monitor for compliance with the
continued listing requirements. If the Fund is not in compliance with
the applicable listing requirements, the Exchange will commence
delisting procedures under NYSE Arca Rule 5.5-E(m).
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with section 6(b) of the Act,\24\ in general, and furthers the
objectives of section 6(b)(5) of the Act,\25\ 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.\26\
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78f(b).
    \25\ 15 U.S.C. 78f(b)(5).
    \26\ The Exchange represents that, for initial and continued
listing, the Fund will be in compliance with Rule 10A-3 under the
Act, as provided by NYSE Arca Rule 5.3-E.
---------------------------------------------------------------------------

    With respect to the proposed listing and trading of Shares of the
Fund, the Exchange believes that the proposed rule change is designed
to prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Rule 8.601-E.
    The Fund's holdings will conform to the permissible investments as
set forth in the Application and Exemptive Order, and the holdings will
be consistent with all requirements in the Application and Exemptive
Order.\27\
---------------------------------------------------------------------------

    \27\ See note 13, supra.
---------------------------------------------------------------------------

    The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares and underlying
exchange-traded instruments with other markets and other entities that
are members of the ISG, and the Exchange or FINRA, on behalf of the
Exchange, or both, may obtain trading information regarding trading in
the Shares and underlying exchange-traded instruments from such markets
and other entities. In addition, the Exchange may obtain information
regarding trading in the Shares and underlying exchange-traded
instruments from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement. Any foreign common stocks held by the Fund will be
traded on an exchange that is a member of the ISG or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
    The daily dissemination of the identity and quantity of Proxy
Portfolio component investments, together with the right of Authorized
Participants to create and redeem each day at the NAV, will be
sufficient for market participants to value and trade Shares in a
manner that will not lead to significant deviations between the Shares'
Closing Price or Bid/Ask Price and NAV.

    The Fund's investments, including derivatives, will be consistent
with its investment objective and will not be used to enhance leverage
(although certain derivatives and other investments may result in
leverage). That is, the Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or -3X)
of the Fund's primary broad-based securities benchmark index (as
defined in Form N-1A).
    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 Company that
the NAV per Share of the Fund will be calculated daily and that the
NAV, Proxy Portfolio, and Actual Portfolio for the Fund will be made
available to all market participants at the same time. Investors can
obtain the Fund's SAI, shareholder reports, and its Form N-CSR, Form N-
PORT, and Form N-CEN. The Fund's SAI and shareholder reports will be
available free upon request from the Fund, and those documents and the
Form N-CSR, Form N-PORT, and Form N-CEN may be viewed on-screen or
downloaded from the Commission's website.
    Commentary .03 to NYSE Arca Rule 8.601-E provides that the Exchange
will implement and maintain written surveillance procedures applicable
to Active Proxy Portfolio Shares. As part of these surveillance
procedures, the Investment Company's investment adviser will, upon
request by the Exchange or FINRA, on behalf of the Exchange, make
available to the Exchange or FINRA the daily portfolio holdings of each
series of Active Proxy Portfolio Shares. The Exchange believes that the
ability to access the information on an as needed basis will provide it
with sufficient information to perform the necessary regulatory
functions associated with listing and trading series of Active Proxy
Portfolio Shares on the Exchange, including the ability to monitor
compliance with the initial and continued listing requirements as well
as the ability to surveil for manipulation of Active Proxy Portfolio
Shares. With respect to the Fund, the Adviser will make available daily
to FINRA and the Exchange the portfolio holdings of the Fund upon
request as necessary to facilitate the performance of the surveillances
and investigations referred to above.
    The Exchange will utilize its existing procedures to monitor
compliance with the requirements of Rule 8.601-E. For example, the
Exchange will continue to use intraday alerts that will notify Exchange
personnel of trading activity throughout the day that may indicate that
unusual conditions or circumstances are present that could be
detrimental to the maintenance of a fair and orderly market. The
Exchange will require from the Company, upon initial listing and
periodically thereafter, a representation that it is in compliance with
Rule 8.601-E. The Exchange notes that Commentary .01 to Rule 8.601-E
requires the issuer of Shares to notify the Exchange of any failure to
comply with the continued listing requirements of Rule 8.601-E. In
addition, the Exchange will require the issuer to represent that it
will notify the Exchange of any failure to comply with the terms of
applicable exemptive and no-action relief. The Exchange will rely on
the foregoing procedures to become aware of any non-compliance with the
requirements of Rule 8.601-E.
    In addition, with respect to the Fund, a large amount of
information will be publicly available regarding the Fund and the
Shares, thereby promoting market transparency.
    Quotation and last sale information for the Shares and U.S.
exchange-traded instruments (excluding futures contracts) will be
available via the CTA high-speed line, from the exchanges on which such
securities trade, or through major market data vendors or subscription
services. Quotation and last sale information for futures contracts
will be available from the exchanges on which they trade. Intraday
price information for all exchange-traded instruments, which include
all eligible instruments except cash and cash equivalents, will be
available from the exchanges on which they trade, or through major
market data vendors or subscription services. Intraday price
information for cash equivalents is available through major market data
vendors, subscription services and/or pricing services.
    The website for the Fund will include a form of the prospectus that
may be downloaded, and additional data relating to NAV and other
applicable quantitative information, updated on a daily basis. Trading
in Shares of the Fund will be halted if the circuit breaker parameters
in NYSE Arca Rule 7.12-E have been reached or because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the Shares inadvisable. Trading in the Shares will be
subject to NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth
circumstances under which Shares of the Fund will be halted. In
addition, as noted above, investors will have ready access to the Proxy
Portfolio and quotation and last sale information for the Shares. The
identity and quantity of investments in the Proxy Portfolio will be
publicly available on the Fund's website before the commencement of
trading in Shares on each Business Day. The Shares will conform to the
initial and continued listing criteria under Rule 8.601-E.\28\
---------------------------------------------------------------------------

    \28\ See note 3, supra.
---------------------------------------------------------------------------

    The Fund's holdings will conform to the permissible investments as
set forth in the Application and Exemptive Order, and the holdings will
be consistent with all requirements in the Application and Exemptive
Order.\29\ Any foreign common stocks held by the Fund will be traded on
an exchange that is a member of the ISG or with which the Exchange has
in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \29\ See note 13, supra.
---------------------------------------------------------------------------

    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 the Fund, that it will advise the Exchange of any failure
by the Fund to comply with the continued listing requirements, and,
pursuant to its obligations under section 19(g)(1) of the Act, the
Exchange will monitor for compliance with the continued listing
requirements. If the Fund is not in compliance with the applicable
listing requirements, the Exchange will commence delisting procedures
under NYSE Arca Rule 5.5-E(m).
    As noted above, the Exchange has in place surveillance procedures
relating to trading in the Shares and may obtain information via ISG
from other exchanges that are members of ISG or with which the Exchange
has entered into a comprehensive surveillance sharing agreement. In
addition, as noted above, investors will have ready access to
information regarding quotation and last sale information for the
Shares.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange believes the
proposed rule change would permit listing and trading of additional
actively-managed ETFs

that have characteristics different from existing actively-managed and
index ETFs and would introduce additional competition among various ETF
products to the benefit of investors.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to section 19(b)(3)(A)(iii) of the Act \30\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\31\
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \31\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires the Exchange to give the Commission written notice of its
intent to file the proposed rule change, along with a brief
description and text of the proposed rule change, at least five
business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \32\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\33\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing. The Commission believes
that waiver of the 30-day operative delay is consistent with the
protection of investors and the public interest because the proposal
does not raise any new or novel issues. Accordingly, the Commission
hereby waives the 30-day operative delay and designates the proposal
operative upon filing.\34\
---------------------------------------------------------------------------

    \32\ 17 CFR 240.19b-4(f)(6).
    \33\ 17 CFR 240.19b-4(f)(6)(iii).
    \34\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NYSEARCA-2023-27 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-2023-27. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange.
    All comments received will be posted without change. Persons
submitting comments are cautioned that we do not redact or edit
personal identifying information from comment submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSEARCA-2023-27 and should
be submitted on or before April 25, 2023.
---------------------------------------------------------------------------

    \35\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\35\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-06897 Filed 4-3-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 87 (Tuesday, May 5, 2020)]
[Notices]
[Page 26702]
[FR Doc No: 2020-09506]

-----------------------------------------------------------------------

DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4522-DR; Docket ID FEMA-2020-0001]

Maine; Major Disaster and Related Determinations

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: This is a notice of the Presidential declaration of a major
disaster for the State of Maine (FEMA-4522-DR), dated April 4, 2020,
and related determinations.

DATES: The declaration was issued April 4, 2020.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Notice is hereby given that, in a letter
dated April 4, 2020, the President issued a major disaster declaration
under the authority of the Robert T. Stafford Disaster Relief and
Emergency Assistance Act, 42 U.S.C. 5121 et seq. (the ``Stafford
Act''), as follows:

    I have determined that the emergency conditions in the State of
Maine resulting from the Coronavirus Disease 2019 (COVID-19)
pandemic beginning on January 20, 2020, and continuing, are of
sufficient severity and magnitude to warrant a major disaster
declaration under the Robert T. Stafford Disaster Relief and
Emergency Assistance Act, 42 U.S.C. 5121 et seq. (the ``Stafford
Act''). Therefore, I declare that such a major disaster exists in
the State of Maine.
    In order to provide Federal assistance, you are hereby
authorized to allocate from funds available for these purposes such
amounts as you find necessary for Federal disaster assistance and
administrative expenses.
    You are authorized to provide assistance for emergency
protective measures (Category B), including direct Federal
assistance, under the Public Assistance program throughout the
State. Consistent with the requirement that Federal assistance be
supplemental, any Federal funds provided under the Stafford Act for
Public Assistance will be limited to 75 percent of the total
eligible costs.
    Further, you are authorized to make changes to this declaration
for the approved assistance to the extent allowable under the
Stafford Act.

    The Federal Emergency Management Agency (FEMA) hereby gives notice
that pursuant to the authority vested in the Administrator, under
Executive Order 12148, as amended, W. Russell Webster, of FEMA is
appointed to act as the Federal Coordinating Officer for this major
disaster.
    The following areas of the State of Maine have been designated as
adversely affected by this major disaster:

    Emergency protective measures (Category B) not authorized under
other Federal statutes, including direct Federal assistance, under
the Public Assistance program at 75 percent federal funding for all
areas in the State of Maine.

The following Catalog of Federal Domestic Assistance Numbers (CFDA)
are to be used for reporting and drawing funds: 97.030, Community
Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis Counseling;
97.033, Disaster Legal Services; 97.034, Disaster Unemployment
Assistance (DUA); 97.046, Fire Management Assistance Grant; 97.048,
Disaster Housing Assistance to Individuals and Households In
Presidentially Declared Disaster Areas; 97.049, Presidentially
Declared Disaster Assistance--Disaster Housing Operations for
Individuals and Households; 97.050, Presidentially Declared Disaster
Assistance to Individuals and Households--Other Needs; 97.036,
Disaster Grants--Public Assistance (Presidentially Declared
Disasters); 97.039, Hazard Mitigation Grant.

Pete Gaynor,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2020-09506 Filed 5-4-20; 8:45 am]
 BILLING CODE 9111-23-P


Technical in Rabbits: Lab Project Number: HWI 10200146: TP3014.
Unpublished study prepared by Hazleton Wisconsin, Inc. 22 p.

43080031	Vallet, L. (1982) Toxicity Study by Repeated Oral (Dietary)
Administration for 52 Weeks in Beagle Dogs: CGA 173506 Technical: Lab
Project Number: 5577 TCC: 881174. Unpublished study prepared by Centre
International De Toxicologie. 547 p.

43080032	Chang, J.; Wyand, D. (1993) 18-Month Dietary Oncogenicity Study
with CGA-173506 in Mice: Lab Project Number: F-00019. Unpublished study
prepared by Ciba-Geigy Corp. 1354 p.

43080033	Chang, J.; Wyand, D. (1993) 18-Month Dietary Oncogenicity Study
with CGA-173506 in Mice: Final Report: Lab Project Number: F-00071.
Unpublished study prepared by Ciba-Geigy Corp. 1549 p.

43080034	Savary, M. (1988) Assessment of Possible Embryotoxic or
Teratogenic Effects in Rats by Oral Route: CGA 173506 Technical: Lab
Project Number: 4517 RSR: 881177. Unpublished study prepared by Centre
International De Toxicologie. 165 p.

43080035	Savary, M. (1989) Assessment of Possible Embryotoxic or
Teratogenic Effects in Rabbits by Oral Route: CGA 173506 Technical: Lab
Project Number: 4801 RSL: 881728. Unpublished study prepared by Centre
International De Toxicologie. 147 p.

43080036	Singh, A.; Hazelette, J.; Yau, E. (1992) A Two-generation
Reproductive Toxicity Study in Rats: CGA 173506 Technical: Lab Project
Number: 902001: 2-074-01: 3979. Unpublished study prepared by Ciba-Geigy
Corp., Pharmaceuticals Div. 1029 p.

43080037	Chang, J.; Richter, A. (1993) 2-Year Chronic Toxicity/
Oncogenicity Study in Rats: CGA 173506 Technical: Lab Project No.
F-00018. Unpublished study prepared by Ciba-Geigy Corp., Plant
Protection Div. 2347 p.

43080038	Ogorek, B. (1989) Salmonella/Mammalian-Microsome Mutagenicity
Test: CGA 173506 Technical: Lab Project Number: 881495. Unpublished
study prepared by Ciba-Geigy Limited, Genetic Toxicology. 65 p.

43080039	Hertner, T. (1989) Autoradiographic DNA Repair Test on Rat
Hepatocytes: CGA 173506 Technical: Lab Project Number: 881494.
Unpublished study prepared by Ciba-Geigy Limited. 105 p.

43080040	Strasser, F. (1989) Chromosome Studies on Chinese Hamster Ovary
Cell Line CCL 61 In vitro: CGA 173506 Technical: Lab Project Number:
881496. Unpublished study prepared by Ciba-Geigy Limited. 37 p.

43080041	Hertner, T. (1990) Micronucleus Test, Mouse: CGA 173506
Technical: Lab Project Number: 881493. Unpublished study prepared by
Ciba-Geigy Limited. 41 p.

43080042	Hertner, T. (1993) Chromosome Studies on Somatic Cells of
Chinese Hamster: CGA 173506 Technical: Lab Project Number: 923099.
Unpublished study prepared by Ciba-Geigy Limited. 32 p.

43080043	Meyer, A. (1991) In vivo Micronucleus Test on Rat Hepatocytes:
CGA 173506 Technical: Lab Project Number: 901145. Unpublished study
prepared by Ciba-Geigy Limited. 59 p.

43080044	Hertner, T. (1992) Dominant Lethal Test, Mouse, 8 Weeks: CGA
173506 Technical: Lab Project Number: 923068. Unpublished study prepared
by Ciba-Geigy Limited. 84 p.

43152501	Dollenmeier, P. (1989) CGA 173506 Technical: Point Mutation
Test with Chinese Hamster Cells V79: Lab Project Number: 881497.
Unpublished study prepared by Ciba-Geigy Ltd. 50 p.

45050502	Hertner, T. (1993) In vivo/In vitro Unscheduled and Replicative
DNA Synthesis in Rat Hepatocytes: CGA-173506 Technical: Final Report:
Lab Project Number: 641-93. Unpublished study prepared by Novartis Crop
Protection AG. 70 p. {OPPTS 870.5550}

45050503	Ogorek, B. (1999) In vivo Micronucleus Test on Rat Hepatocytes:
CGA-173506 Technical: Final Report: Lab Project Number: 1195-98:
9831167. Unpublished study prepared by Novartis Crop Protection AG. 40
p.

Appendix C:  REVIEW OF HUMAN RESEARCH

No MRID - PHED Surrogate Exposure Guide

Page   PAGE  2  of 52

Page   PAGE  1  of 52


[Federal Register Volume 79, Number 128 (Thursday, July 3, 2014)]
[Notices]
[Page 38026]
[FR Doc No: 2014-15690]

-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

[FRL-9913-07-OA]

Proposed Prospective Purchaser Agreement for the Company Vehicle
Operations Site in Ypsilanti, Michigan

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice; request for public comment.

-----------------------------------------------------------------------

SUMMARY: In accordance with the Prospective Purchaser Agreement, notice
is hereby given of a proposed administrative settlement concerning the
Company Vehicle Operations Site in Ypsilanti, Michigan with the
following settling parties: ARM Holdings and International Turbine
Industries. The settlement requires the settling parties to execute and
record a Declaration of Restrictive Covenant; provide access to the
property and exercise due care with respect to existing contamination.
The settlement includes a covenant not to sue the settling parties
pursuant to Comprehensive Environmental Response, Compensation, and
Liability Act or Resource Conservation and Recovery Act with respect to
the existing contamination. Existing Contamination is defined as any
waste material present or existing on or under the property as of the
effective date of the settlement agreement; any waste material that
migrated from the property prior to the effective date; and any waste
material presently at the site that migrates onto, on, under, or from
the property after the effective date.
    For thirty (30) days following the date of publication of this
notice, the Agency will receive written comments relating to the
settlement. The Agency will consider all comments received and may
modify or withdraw its consent to the settlement if comments received
disclose facts or considerations which indicate that the settlement is
inappropriate, improper, or inadequate. The Agency's response to any
comments received will be available for public inspection at the EPA,
Region 5, Records Center, 77 W. Jackson Blvd., 7th Fl., Chicago,
Illinois 60604.

DATES: Comments must be submitted on or before 30 days after
publication in the Federal Register.

ADDRESSES: The proposed settlement is available for public inspection
at the EPA, Region 5, Records Center, 77 W. Jackson Blvd., 7th Fl.,
Chicago, Illinois 60604. A copy of the proposed settlement may be
obtained from Peter Felitti, Assoc. Regional Counsel, EPA, Office of
Regional Counsel, Region 5, 77 W. Jackson Blvd., Mail code: C-14J,
Chicago, Illinois 60604. Comments should reference the Company Vehicle
Operations Site, Ypsilanti, Michigan and should be addressed to Peter
Felitti, Assoc. Regional Counsel, EPA, Office of Regional Counsel,
Region 5, 77 W. Jackson Blvd., Mail code: C-14J, Chicago, Illinois
60604.

FOR FURTHER INFORMATION CONTACT: Peter Felitti, Assoc. Regional
Counsel, EPA, Office of Regional Counsel, Region 5, 77 W. Jackson
Blvd., Mail code: C-14J, Chicago, Illinois 60604 or call at (312) 886-
5114.

SUPPLEMENTARY INFORMATION: The Settling Parties propose to acquire
ownership of a former General Motors Corporation North American
operation, at 2901 Tyler Road, Ypsilanti, Michigan. The EPA
identification number for the Site is MID005356795. The Site
is one of the 89 sites that were placed into an Environmental Response
Trust (the ``Trust'') as a result of the resolution of the 2009 GM
bankruptcy. The Trust is administrated by Revitalizing Auto Communities
Environmental Response.

    Dated: June 27, 2014.
Richard Karl,
Director, Superfund Division.
[FR Doc. 2014-15690 Filed 7-2-14; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register: September 11, 2009 (Volume 74, Number 175)]
[Notices]
[Page 46754-46755]
[DOCID:fr11se09-29]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 13509-000]

Little Susitna Construction Co., Inc.; Notice of Preliminary
Permit Application Accepted for Filing and Soliciting Comments, Motions
To Intervene, and Competing Applications

September 3, 2009.
    On August 31, 2009, Little Susitna Construction Company, Inc.,
filed an application for a preliminary permit, pursuant to section 4(f)
of the Federal Power Act, proposing to study the feasibility of the
Turnagain Arm Tidal Electric Generation Project (Turnagain Arm Project
or project), located on the Turnagain Arm of Cook Inlet and adjacent
lands of the Kenai Peninsula Borough and the Municipality of Anchorage,
Alaska. The sole purpose of a preliminary permit, if issued, is to
grant the permit holder priority to file a license application during
the permit term. A preliminary permit does not authorize the permit
holder to perform any land disturbing activities or otherwise enter
upon lands or waters owned by others without the owners' express
permission.
    The proposed project would consist of the following: (1) Proposed
8-mile-long and 7.5-mile-long tidal ``fences'' containing a total of
220, 10-megawatt (MW) Davis Turbine tidal-to-electrical energy
generating units (total installed capacity equal to 2,200 MW)--the 8-
mile-long tidal fence would extend from just south of Fire Island to
Kenai Peninsula Borough land at Possession Point and the 7.5-mile-long
tidal fence would extend from a point about 5-7 miles south of Fire
Island to a point offshore of Anchorage; (2) two proposed control
buildings--one near the southwest end of the 8-mile-long tidal fence at
Possession Point (Possession Point control building) and one in
Anchorage along Raspberry Road (Anchorage control building)--containing
equipment for controlling the turbines and the interties of the
transmission lines to existing area electrical grids; (3) a pair of
proposed 44-mile-long, 230-kilovolt (kV) transmission lines extending
southwest from the Possession Point control building to a Homer
Electric substation near the unincorporated community of Nikiski; (4) a
proposed single, 17-mile-long, 230-kV above and below water
transmission line extending from the Possession Point control building,
across the 8-mile-long tidal fence, and to the Anchorage control
building; (5) a

pair of proposed 10-mile-long, 230-kV transmission lines extending from
the Anchorage control building to a Chugach Electric substation in
Anchorage; (6) a proposed 18-mile-long, 230-kV above and below water
transmission line extending from the Possession Point control building,
over the 7.5-mile-long tidal fence, and to the Anchorage control
building; and (7) appurtenant facilities. The proposed project would
have an estimated average annual generation of 11,560,000 megawatt-
hours.
    Applicant Contact: Dominic S.F. Lee, P.E., President and CEO,
Little Susitna Construction Co., Inc., 821 N St., Suite 201, Anchorage,
AK 99501; Ph.<PHONE_NUMBER>.
    FERC Contact: Nick Jayjack,<PHONE_NUMBER>.
    Deadline for filing comments, motions to intervene, competing
applications (without notices of intent), or notices of intent to file
competing applications: 60 days from the issuance of this notice.
Comments, motions to intervene, notices of intent, and competing
applications may be filed electronically via the Internet. See 18 CFR
385.2001(a)(1)(iii) and the instructions on the Commission's Web site
under the ``e-Filing'' link. If unable to be filed electronically,
documents may be paper-filed. To paper-file, an original and eight
copies should be mailed to: Kimberly D. Bose, Secretary, Federal Energy
Regulatory Commission, 888 First Street, NE., Washington, DC 20426. For
more information on how to submit these types of filings please go to
the Commission's Web site located at http://www.ferc.gov/filing-
comments.asp. More information about this project, including a copy of
the application, can be viewed or printed on the ``eLibrary'' link of
Commission's Web site at the http://www.ferc.gov/docs-filing/
elibrary.asp. Enter the docket number (P-13509) in the docket number
field to access the document. For assistance, call toll-free 1-866-208-
3372.

Kimberly D. Bose,
Secretary.
[FR Doc. E9-21869 Filed 9-10-09; 8:45 am]

BILLING CODE 6717-01-P


                                  MEMORANDUM

TO:  Portland Cement NESHAP Docket

FROM:  Keith Barnett, USEPA/OAQPS/SPPD/MMG

DATE:  June 2, 2008

SUBJECT:  Meeting on Portland Cement NESHAP

On August 28 and September 4, 2009 teleconferences were held between representatives of the USEPA and several cement companies.  The purpose of the call was to discuss the THC testing program.  Underlined attendees attended both meetings.

Attendees for September 4, 2009 Conference on THC Test Plan

John Holmes                             AEMS
Curtis Lesslie                            Ash Grove Cement Co.
Dan Nugent                              Buzzi Unicem USA Inc.
Rich Alonso                              Bracewell & Giulliani
Desirea Haggard                       CalPortland
Satish Sheth                              CEMEX
Lillian DePrimo                         CEMEX
Peter Tsirigotis                          EPA
Steve Fruh                                EPA
Keith Barnett                            EPA
Doug Roark                             GCC of America, Inc.
Hector Ybanez                         Holcim (US) Inc.
Jason Morin                             Holcim (US) Inc.
Michael Pelan                           Lafarge North America Inc.
Tim Matz                                  Lehigh Cement Co.
David Novello                          Law Offices of David Novello LLC
Andy O'Hare                           Portland Cement Association
Jay Willis                                  Titan AmericaLLC
Nancy Garnett                          TXI