[Federal Register Volume 86, Number 142 (Wednesday, July 28, 2021)]
[Rules and Regulations]
[Pages 40307-40308]
[FR Doc No: 2021-15988]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 71

[Docket No. FAA-2021-0274; Airspace Docket No. 20-ANM-58]
RIN 2120-AA66

Modification of Class E Airspace; Saratoga, WY

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final rule.

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

SUMMARY: This action modifies the Class E airspace extending upward
from 700 feet above the surface at Shively Field Airport, Saratoga, WY.
This action also removes the Class E airspace extending upward from
1,200 feet above the surface, and the Saratoga NDB and the Cherokee
VOR/DME from the airspace's text header and description. This action
also implements several updates to the airspace's legal description.
The airspace is designed to support instrument flight rules (IFR)
operations at the airport.

DATES: Effective 0901 UTC, October 7, 2021. The Director of the Federal
Register approves this incorporation by reference action under 1 CFR
part 51, subject to the annual revision of FAA Order 7400.11 and
publication of conforming amendments.

ADDRESSES: FAA Order 7400.11E, Airspace Designations and Reporting
Points, and subsequent amendments can be viewed online at https://www.faa.gov//air_traffic/publications/. For further information, you
can contact the Airspace Policy Group, Federal Aviation Administration,
800 Independence Avenue SW, Washington, DC 20591; telephone: (202) 267-
8783. The Order is also available for inspection at the National
Archives and Records Administration (NARA). For information on the
availability of FAA Order 7400.11E at NARA, email<EMAIL_ADDRESS>or go to https://www.archives.gov/federal-register/cfr/ibr-locations.html.

FOR FURTHER INFORMATION CONTACT: Matthew Van Der Wal, Federal Aviation
Administration, Western Service Center, Operations Support Group, 2200
S 216th Street, Des Moines, WA 98198; telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Authority for This Rulemaking

    The FAA's authority to issue rules regarding aviation safety is
found in Title 49 of the United States Code. Subtitle I, Section 106
describes the authority of the FAA Administrator. Subtitle VII,
Aviation Programs, describes in more detail the scope of the agency's
authority. This rulemaking is promulgated under the authority described
in Subtitle VII, Part A, Subpart I, Section 40103. Under that section,
the FAA is charged with prescribing regulations to assign the use of
airspace necessary to ensure the safety of aircraft and the efficient
use of airspace. This regulation is within the scope of that authority
as it modifies the Class E airspace at Shively Field Airport, Saratoga,
WY, to ensure the safety and management of IFR operations at the
airport.

History

    The FAA published a notice of proposed rulemaking in the Federal
Register (86 FR 24805; May 10, 2021) for Docket No. FAA-2021-0274 to
modify the Class E airspace at Dillon Airport, Dillon, MT. Interested
parties were invited to participate in this rulemaking effort by
submitting written comments on the proposal to the FAA. No comments
were received.
    Class E5 airspace designations are published in paragraph 6005 of
FAA Order 7400.11E, dated July 21, 2020, and effective September 15,
2020, which is incorporated by reference in 14 CFR 71.1. The Class E
airspace designation listed in this document will be published
subsequently in the Order.

Availability and Summary of Documents for Incorporation by Reference

    This document amends FAA Order 7400.11E, Airspace Designations and
Reporting Points, dated July 21, 2020, and effective September 15,
2020. FAA Order 7400.11E is publicly available as listed in the
ADDRESSES section of this document. FAA Order 7400.11E lists Class A,
B, C, D, and E airspace areas, air traffic service routes, and
reporting points.

The Rule

    This amendment to 14 CFR part 71 modifies the Class E airspace,
extending upward from 700 feet above the surface, at Shively Field
Airport, Saratoga, WY. This airspace is designed to contain IFR
departures to 1,200 feet above the

surface and IFR arrivals descending below 1,500 feet above the surface.
To properly contain arriving and departing IFR aircraft, the radius
south of the airport is reduced from 6.9 miles to 5 miles. The radius
north of the airport is increased from 6.9 miles to 7.3 miles. Also,
the area extending north of the airport is increased to properly
contain IFR aircraft performing a procedure turn maneuver for the NDB-A
Approach.
    This action also removes the Class E airspace extending upward from
1,200 feet above the surface. This airspace area is wholly contained
within the Denver en route airspace and duplication is not necessary.
    Further, this action removes the Saratoga NDB and the Cherokee VOR/
DME from the Class E5's text header and airspace description. The
navigational aids (NAVAIDs) are not needed to define the airspace and
removal of the NAVAIDs simplifies the airspace description.
    Lastly, the action implements several administrative updates to the
airspace text header. The city name is removed from the second line of
the text header, and the airport's geographic coordinates on the third
line of the text header are updated to ``lat. 41[deg]26'37'' N, long.
106[deg]49'39'' W,'' to match the FAA database.
    FAA Order 7400.11, Airspace Designations and Reporting Points, is
published yearly and effective on September 15.

Regulatory Notices and Analyses

    The FAA has determined that this regulation only involves an
established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current, is
non-controversial, and unlikely to result in adverse or negative
comments. It, therefore: (1) Is not a ``significant regulatory action''
under Executive Order 12866; (2) is not a ``significant rule'' under
DOT Regulatory Policies and Procedures (44 FR 11034; February 26,
1979); and (3) does not warrant preparation of a regulatory evaluation
as the anticipated impact is so minimal. Since this is a routine matter
that will only affect air traffic procedures and air navigation, it is
certified that this rule, when promulgated, would not have a
significant economic impact on a substantial number of small entities
under the criteria of the Regulatory Flexibility Act.

Environmental Review

    The FAA has determined that this action qualifies for categorical
exclusion under the National Environmental Policy Act in accordance
with FAA Order 1050.1F, ``Environmental Impacts: Policies and
Procedures,'' paragraph 5-6.5a. This airspace action is not expected to
cause any potentially significant environmental impacts, and no
extraordinary circumstances exist that warrant the preparation of an
environmental assessment.

List of Subjects in 14 CFR Part 71

    Airspace, Incorporation by reference, Navigation (air).

Adoption of the Amendment

    In consideration of the foregoing, the Federal Aviation
Administration amends 14 CFR part 71 as follows:

PART 71--DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR
TRAFFIC SERVICE ROUTES; AND REPORTING POINTS

0
1. The authority citation for 14 CFR part 71 continues to read as
follows:

    Authority:  49 U.S.C. 106(f), 106(g), 40103, 40113, 40120; E.O.
10854, 24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.

Sec.  71.1  [Amended]

0
2. The incorporation by reference in 14 CFR 71.1 of FAA Order 7400.11E,
Airspace Designations and Reporting Points, dated July 21, 2020, and
effective September 15, 2020, is amended as follows:

Paragraph 6005 Class E Airspace Areas Extending Upward from 700
feet or more above the Surface of the Earth.

* * * * *

ANM WY E5 Saratoga, WY [Amended]

Shively Field Airport, WY
    (Lat. 41[deg]26'37'' N, long. 106[deg]49'39'' W)

    That airspace extending upward from 700 feet above the surface
within a 5-mile radius of the airport beginning at the 075[deg]
bearing from the airport clockwise to the 234[deg] bearing from the
airport, and within a 7.3-mile radius of the airport beginning at
the 234[deg] bearing from the airport clockwise to the 075[deg]
bearing from the airport, and within 4 miles east and 8 miles west
of the 341[deg] bearing from the airport, extending from the 7.3-
miles radius to 16.1 miles north of the airport.

    Issued in Des Moines, Washington, on July 22, 2021.
Maria A. Aviles,
Acting Group Manager, Operations Support Group, Western Service Center.
[FR Doc. 2021-15988 Filed 7-27-21; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 81, Number 169 (Wednesday, August 31, 2016)]
[Proposed Rules]
[Pages 59947-59950]
[FR Doc No: 2016-20923]

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

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket Number USCG-2016-0271]
RIN 1625-AA00

Safety Zone, Jacksonville Sea and Sky Spectacular; Atlantic
Ocean, Jacksonville Beach, FL

AGENCY: Coast Guard, DHS.

ACTION: Notice of proposed rulemaking.

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

SUMMARY: The Coast Guard proposes to establish a safety zone on the
waters of the Atlantic Ocean east of Jacksonville Beach, Florida during
the Jacksonville Sea and Sky Spectacular. This safety zone will be
enforced daily 10 a.m. to 4:30 p.m., from November 2 through November
6, 2016. This proposed rulemaking would prohibit persons and

vessels from being in the safety zone unless authorized by the Captain
of the Port (COTP) Jacksonville or a designated representative. The
Coast Guard invites your comments on this proposed rulemaking.

DATES: Comments and related material must be received by the Coast
Guard on or before September 30, 2016.

ADDRESSES: You may submit comments identified by docket number USCG-
2016-0271 using the Federal eRulemaking Portal at http://www.regulations.gov. See the ``Public Participation and Request for
Comments'' portion of the SUPPLEMENTARY INFORMATION section for further
instructions on submitting comments.

FOR FURTHER INFORMATION CONTACT: If you have questions about this
proposed rulemaking, call or email Lieutenant Allan Storm, Sector
Jacksonville, Waterways Management Division, U.S. Coast Guard;
telephone<PHONE_NUMBER>, email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
DHS Department of Homeland Security
E.O. Executive order
FR Federal Register
NPRM Notice of proposed rulemaking
Sec.  Section
U.S.C. United States Code
COTP Captain of the Port

II. Background, Purpose, and Legal Basis

    On February 22, 2016, the City of Jacksonville submitted a marine
event application to the Coast Guard for the Jacksonville Sea and Sky
Spectacular that will take place from 10 a.m. to 4:30 p.m. on November
2 through November 6, 2016. The air show will consist of various flight
demonstrations over the Atlantic Ocean, just offshore from Jacksonville
Beach, FL. Over the years, there have been unfortunate instances of
aircraft mishaps that involve crashing during performances at various
air shows around the world. Occasionally, these incidents result in a
wide area of scattered debris in the water that can damage property or
cause significant injury or death to the public observing the air
shows. The Captain of the Port (COTP) Jacksonville has determined that
a safety zone is necessary to protect the general public from hazards
associated with aerial flight demonstrations.
    The purpose of the rulemaking is to ensure the safety of vessels
and persons during the air show on the navigable waters of the Atlantic
Ocean in Jacksonville Beach, FL. The Coast Guard proposes this
rulemaking under authority in 33 U.S.C. 1231.

III. Discussion of Proposed Rule

    The COTP proposes to establish a safety zone from 10 a.m. to 4:30
p.m. on November 2 through November 6, 2016. The safety zone will
encompass all waters within an area approximately three miles parallel
to the shoreline, and one half mile out into the Atlantic Ocean
offshore from Jacksonville Beach, Florida. The duration of the zone is
intended to ensure the safety of the public and these navigable waters
during the aerial flight demonstrations. No vessel or person would be
permitted to enter the safety zone without obtaining permission from
the COTP or a designated representative. The regulatory text the Coast
Guard is proposing appears at the end of the document.

IV. Regulatory Analyses

    The Coast Guard developed this proposed rule after considering
numerous statutes and Executive orders (E.O.s) related to rulemaking. A
summary of the statutory analyses, analyses of E.O.s, and discussion of
First Amendment rights of protestors is included below.

A. Regulatory Planning and Review

    E.O.s 12866 and 13563 direct agencies to assess the costs and
benefits of available regulatory alternatives and, if regulation is
necessary, to select regulatory approaches that maximize net benefits.
Executive Order 13563 emphasizes the importance of quantifying both
costs and benefits, of reducing costs, of harmonizing rules, and of
promoting flexibility. This NPRM has not been designated a
``significant regulatory action,'' under Executive Order 12866.
Accordingly, the NPRM has not been reviewed by the Office of Management
and Budget.
    This regulatory action determination is based on the size,
location, duration, and time-of-day of the safety zone. Vessel traffic
would be able to safely transit around this safety zone which would
impact a small designated area of the Atlantic Ocean for six and a half
hours on each of the five days the air show is occurring. Moreover, the
Coast Guard would issue a Broadcast Notice to Mariners via VHF-FM
marine channel 16 about the zone, and the rule would allow vessels to
seek permission to enter the zone.

B. Impact on Small Entities

    The Regulatory Flexibility Act of 1980, 5 U.S.C. 601-612, as
amended, requires Federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000. The Coast Guard certifies under 5 U.S.C. 605(b) that this
proposed rule would not have a significant economic impact on a
substantial number of small entities.
    While some owners or operators of vessels intending to transit the
safety zone may be small entities, for the reasons stated in section
IV.A above this proposed rule would not have a significant economic
impact on any vessel owner or operator.
    If you think that your business, organization, or governmental
jurisdiction qualifies as a small entity and that this rule would have
a significant economic impact on it, please submit a comment (see
ADDRESSES) explaining why you think it qualifies and how and to what
degree this rule would economically affect it.
    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this proposed rule. If the rule would affect
your small business, organization, or governmental jurisdiction and you
have questions concerning its provisions or options for compliance,
please contact the person listed in the FOR FURTHER INFORMATION CONTACT
section. The Coast Guard will not retaliate against small entities that
question or complain about this proposed rule or any policy or action
of the Coast Guard.

C. Collection of Information

    This proposed rule would not call for a new collection of
information under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-
3520).

D. Federalism and Indian Tribal Governments

    A rule has implications for federalism under E.O. 13132,
Federalism, if it has a substantial direct effect on the States, on the
relationship between the national government and the States, or on the
distribution of power and responsibilities among the various levels of
government. We have analyzed this proposed rule under that Order and
have determined that it is consistent with the fundamental federalism
principles and preemption requirements described in E.O. 13132.
    Also, this proposed rule does not have tribal implications under
E.O. 13175, Consultation and Coordination with

Indian Tribal Governments, because it would not have a substantial
direct effect on one or more Indian tribes, on the relationship between
the Federal Government and Indian tribes, or on the distribution of
power and responsibilities between the Federal Government and Indian
tribes. If you believe this proposed rule has implications for
federalism or Indian tribes, please contact the person listed in the
FOR FURTHER INFORMATION CONTACT section.

E. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this proposed rule would not
result in such an expenditure, the Coast Guard discusses the effects of
this rule elsewhere in this preamble.

F. Environment

    The Coast Guard analyzed this proposed rule under Department of
Homeland Security Management Directive 023-01 and Commandant
Instruction M16475.lD, which guide the Coast Guard in complying with
the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4370f),
and have made a preliminary determination that this action is one of a
category of actions that do not individually or cumulatively have a
significant effect on the human environment. This proposed rule
involves a safety zone that will help protect the general public from
hazards associated with aerial flight demonstrations occurring during
the air show, and will be in effect from 10 a.m. to 4:30 p.m. on
November 2 through November 6, 2016.
    It is categorically excluded from further review under paragraph
34(g) of Figure 2-1 of Commandant Instruction M16475.lD. A preliminary
environmental analysis checklist and Categorical Exclusion
Determination are available in the docket where indicated under
ADDRESSES. We seek any comments or information that may lead to the
discovery of a significant environmental impact from this proposed
rule.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places, or vessels.

V. Public Participation and Request for Comments

    Public participation is essential to effective rulemaking, and the
Coast Guard will consider all comments and related materials received
during the comment period. Your comment can help shape the outcome of
this rulemaking. If you submit a comment, please include the docket
number for this rulemaking, indicate the specific section of this
document to which each comment applies, and provide a reason for each
suggestion or recommendation.
    We encourage you to submit comments through the Federal eRulemaking
Portal at http://www.regulations.gov. If your material cannot be
submitted using http://www.regulations.gov, contact the person in the
FOR FURTHER INFORMATION CONTACT section of this document for alternate
instructions.
    We accept anonymous comments. All comments received will be posted
without change to http://www.regulations.gov and will include any
personal information you have provided. For more about privacy and the
docket, you may review a Privacy Act notice regarding the Federal
Docket Management System in the March 24, 2005, issue of the Federal
Register (70 FR 15086).
    To view comments, as well as documents mentioned in this NPRM as
being available in the docket, and all public comments, will be in our
online docket at http://www.regulations.gov and can be viewed by
following that Web site's instructions. Additionally, if you go to the
online docket and sign up for email alerts, you will be notified when
comments are posted or a final rule is published.

List of Subjects in 33 CFR Part 165

    Harbors, Marine safety, Navigation (water), Reporting and
recordkeeping requirements, Security measures, Waterways.

    For the reasons discussed in the preamble, the Coast Guard proposes
to amend 33 CFR part 165 as follows:

PART 165--REGULATED NAVIGATION AREAS AND LIMITED ACCESS AREAS

0
1. The authority citation for part 165 continues to read as follows:

    Authority:  33 U.S.C. 1231; 50 U.S.C. 191; 33 CFR 1.05-1, 6.04-
1, 6.04-6, and 160.5; Department of Homeland Security Delegation No.
0170.1.
0
2. Add Sec.  165.T07-0271 to read as follows:

Sec.  165.T07-0271  Safety Zone; Jacksonville Sea and Sky Spectacular,
Atlantic Ocean, Jacksonville Beach, FL.

    (a) Regulated Area. The following regulated area is a safety zone
located offshore from Jacksonville Beach, FL. All waters of the
Atlantic Ocean encompassed within an imaginary line connecting the
following points: starting at Point 1 in position 30[deg]15'52.3'' N.,
081[deg]23'0.18'' W.; thence northwest to Point 2 in position
30[deg]18'35.19'' N., 081[deg]23'33.93'' W.; thence northeast to Point
3 in position 30[deg]18'40.81'' N., 081[deg]22'57.97'' W.; thence
southeast to Point 4 in position 30[deg]15'57.91'' N.,
081[deg]22'24.22'' W.; thence southwest back to origin. These
coordinates are based on North American Datum 1983.
    (b) Definition. The term ``designated representative'' means Coast
Guard Patrol Commanders, including Coast Guard coxswains, petty
officers, and other officers operating Coast Guard vessels, and
Federal, state, and local officers designated by or assisting the
Captain of the Port Jacksonville in the enforcement of the regulated
area.
    (c) Regulations. (1) All persons and vessels are prohibited from
entering, transiting through, anchoring in, or remaining within the
regulated area unless authorized by the Captain of the Port
Jacksonville or a designated representative.
    (2) Persons and vessels desiring to enter, transit through, anchor
in, or remain within the regulated area may contact the Captain of the
Port Jacksonville by telephone at<PHONE_NUMBER>, or a designated
representative via VHF-FM radio on channel 16, to request
authorization. If authorization is granted by the Captain of the Port
Jacksonville or a designated representative, all persons and vessels
receiving such authorization must comply with the instructions of the
Captain of the Port Jacksonville or a designated representative.
    (3) The Coast Guard will provide notice of the regulated area
through Broadcast Notice to Mariners via VHF-FM channel 16 and by on-
scene designated representatives.
    (d) Enforcement Period. This rule is effective from November 2
through November 6, 2016 and will be enforced daily 10 a.m. to 4:30
p.m. on November 2 through November 6, 2016.

    Dated: August 23, 2016.
L.C. Parrales,
Commander, U.S. Coast Guard, Acting Captain of the Port Jacksonville.
[FR Doc. 2016-20923 Filed 8-30-16; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register Volume 86, Number 178 (Friday, September 17, 2021)]
[Notices]
[Pages 51933-51940]
[FR Doc No: 2021-20081]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92958; File No. SR-NYSEArca-2021-77]

Self-Regulatory Organizations; NYSE Arca, Inc.; 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)

September 13, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on August 31, 2021, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the 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\ 15 U.S.C. 78a.
    \3\ 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: Nuveen Growth Opportunities ETF. The
proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.

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

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

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

    1. Purpose

    The Exchange has adopted NYSE Arca Rule 8.601-E for the purpose of
permitting the listing and trading, or trading pursuant to unlisted
trading privileges (``UTP''), of Active Proxy Portfolio Shares, which
are securities issued by an actively managed open-end investment
management company.\4\ Commentary .01 to Rule 8.601-E requires the
Exchange to file separate proposals under Section 19(b) of the Act
before listing and trading any series of Active Proxy Portfolio Shares
on the Exchange. Therefore, the Exchange is submitting this proposal in
order to list and trade shares (``Shares'') of Active Proxy Portfolio
Shares of the Nuveen Growth Opportunities ETF (the ``Fund'') under Rule
8.601-E.
---------------------------------------------------------------------------

    \4\ 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 and/or cash
with a value equal to the next determined net asset value (``NAV'');
(c) when aggregated in the same specified minimum number of Active
Proxy Portfolio Shares, or multiples thereof, may be redeemed at a
holder's request in return for the Proxy Portfolio and/or cash to
the holder by the issuer with a value equal to the next determined
NAV; and (d) the portfolio holdings for which are disclosed within
at least 60 days following the end of every fiscal quarter.'' Rule
8.601-E(c)(2) provides that ``[t]he term ``Actual Portfolio'' means
the identities and quantities of the securities and other assets
held by the Investment Company that shall form the basis for the
Investment Company's calculation of NAV at the end of the business
day.'' Rule 8.601-E(c)(3) provides that ``[t]he term ``Proxy
Portfolio'' means a specified portfolio of securities, other
financial instruments and/or cash designed to track closely the
daily performance of the Actual Portfolio of a series of Active
Proxy Portfolio Shares as provided in the exemptive relief pursuant
to the Investment Company Act of 1940 applicable to such series.''
---------------------------------------------------------------------------

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 \5\ and for which a ``Disclosed Portfolio'' is
required to be disseminated at least once daily,\6\ the portfolio for
an issue of Active Proxy Portfolio Shares will be publicly disclosed
within at least 60 days following the end of every fiscal quarter in
accordance with normal disclosure requirements otherwise applicable to
open-end management investment companies registered under the
Investment Company Act of 1940 (the ``1940 Act'').\7\ The composition
of the portfolio of an issue of Active Proxy Portfolio Shares would not
be available at commencement of Exchange listing and trading. Second,
in connection with the creation and redemption of Active Proxy
Portfolio Shares, such creation or redemption may be exchanged for a
Proxy Portfolio and/or cash with a value equal to the next-determined
NAV. A series of Active Proxy Portfolio Shares will disclose the Proxy
Portfolio on a daily basis, which, as described above, is designed to
track closely the daily performance of the Actual Portfolio of a series
of Active Proxy Portfolio Shares, instead of the actual holdings of the
Investment Company, as provided by a series of Managed Fund Shares.
---------------------------------------------------------------------------

    \5\ 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. 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).
    \6\ 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.
    \7\ 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.
---------------------------------------------------------------------------

    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)
(``Natixis Order''); 89192 (June 30, 2020), 85 FR 40699 (July 7,
2020) (SR-NYSEArca-2019-96) (Notice of Filing of Amendment No. 5 and
Order Granting Accelerated Approval of a Proposed Rule Change, as
Modified by Amendment No. 5, to List and Trade Two Series of Active
Proxy Portfolio Shares Issued by the American Century ETF Trust
under NYSE Arca Rule 8.601-E); 89191 (June 30, 2020), 85 FR 40358
(July 6, 2020) (SR-NYSEArca-2019-92) (Notice of Filing of Amendment
No. 3 and Order Granting Accelerated Approval of a Proposed Rule
Change, as Modified by Amendment No. 3, to List and Trade Four
Series of Active Proxy Portfolio Shares Issued by T. Rowe Price
Exchange-Traded Funds, Inc. under NYSE Arca Rule 8.601-E); 89438
(July 31, 2020), 85 FR 47821 (August 6, 2020) (SR-NYSEArca-2020-51)
(Order Granting Approval of a Proposed Rule Change, as Modified by
Amendment No. 2, to List and Trade Shares of Natixis Vaughan Nelson
Select ETF and Natixis Vaughan Nelson MidCap ETF under NYSE Arca
Rule 8.601-E). See also Securities Exchange Act Release Nos. 88887
(May 15, 2020), 85 FR 30990 (May 21, 2020) (SR-CboeBZX-2019-107)
(Notice of Filing of Amendment No. 5 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment No. 5,
to Adopt Rule 14.11(m), Tracking Fund Shares, and to List and Trade
Shares of the Fidelity Blue Chip Value ETF, Fidelity Blue Chip
Growth ETF, and Fidelity New Millennium ETF).
    \9\ See Securities Exchange Act Release No. 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).
---------------------------------------------------------------------------

    The Shares of the Fund will be issued by the Nushares ETF Trust
(the ``Trust''), which is organized as a business trust under the laws
of the Commonwealth of Massachusetts and registered with the Commission
as an open-end management investment company.\10\ Nuveen Fund Advisors,

LLC will be the investment adviser to the Fund (the ``Adviser'').
Nuveen Asset Management, LLC will be the sub-adviser (the ``Sub-
Adviser'') for the Fund. Brown Brothers Harriman will serve as the
Fund's transfer agent, custodian, and will conduct certain
administrative functions. Nuveen Securities, LLC will act as the
distributor (the ``Distributor'') for the Fund.
---------------------------------------------------------------------------

    \10\ The Trust is registered under the 1940 Act. On March 10,
2021, the Trust filed a registration statement on Form N-1A under
the 1940 Act relating to the Fund (File No. 811-23161) (the
``Registration Statement''). The Trust filed an application for an
order under Section 6(c) of the 1940 Act for exemptions from various
provisions of the 1940 Act and rules thereunder (File No. 812-
15199), dated February 5, 2021 and amended the application on March
16, 2021 (the ``Application''). See Investment Company Act Release
No. 34243 (April 8, 2021). On May 4, 2021, the Commission issued an
order (the ``Exemptive Order'') under the 1940 Act granting the
exemptions requested in the Application (Investment Company Act
Release No. 34265, May 4, 2021). Investments made by the Fund will
comply with the conditions set forth in the Application and the
Exemptive Order. See e.g., note 15, infra. The description of the
operation of the Fund herein is based, in part, on the Registration
Statement and the Application. 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 and/or Proxy Portfolio. Any
person related to the investment adviser or Investment Company who
makes decisions pertaining to the Investment Company's Actual Portfolio
and/or Proxy Portfolio or has access to non-public information
regarding the Investment Company's Actual Portfolio and/or Proxy
Portfolio or changes thereto must be subject to procedures reasonably
designed to prevent the use and dissemination of material non-public
information regarding the Actual Portfolio and/or Proxy Portfolio or
changes thereto. Commentary .04 is similar to Commentary .03(a)(i) and
(iii) to NYSE Arca Rule 5.2-E(j)(3); however, Commentary .04, in
connection with the establishment of a ``fire wall'' between the
investment adviser and the 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 and/or Proxy Portfolio 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 Sub-Adviser and their related
personnel will be subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violations, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
---------------------------------------------------------------------------

    In addition, Commentary .05 to Rule 8.601-E provides that any
person or entity, including a custodian, Reporting Authority,
distributor, or administrator, who has access to non-public information
regarding the Investment Company's Actual Portfolio or the Proxy
Portfolio or changes thereto, must be subject to procedures reasonably
designed to prevent the use and dissemination of material non-public
information regarding the applicable Investment Company Actual
Portfolio or the Proxy Portfolio or changes thereto. Moreover, if any
such person or entity is registered as a broker-dealer or affiliated
with a broker-dealer, such person or entity will erect and maintain a
``fire wall'' between the person or entity and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such Investment Company Actual Portfolio or Proxy Portfolio.
    The Adviser and Sub-Adviser are not registered as broker-dealers
but are affiliated with broker-dealers. The Adviser and Sub-Adviser
have implemented and will maintain a ``fire wall'' with respect to such
broker-dealer affiliates regarding access to information concerning the
composition of and/or changes to the Fund's Actual Portfolio and/or
Proxy Portfolio.
    In the event (a) the Adviser and/or Sub-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 and/or Proxy
Portfolio, and will be subject to procedures designed to prevent the
use and dissemination of material non-public information regarding the
Fund's Actual Portfolio and/or Proxy Portfolio or changes thereto. Any
person related to the Adviser, Sub-Adviser, or the Fund who makes
decisions pertaining to the Fund's Actual Portfolio or the Proxy
Portfolio or has access to non-public information regarding the Fund's
Actual Portfolio and/or the Proxy Portfolio or changes thereto are
subject to procedures reasonably designed to prevent the use and
dissemination of material non-public information regarding the Fund's
Actual Portfolio and/or the Proxy Portfolio 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 or the Proxy Portfolio or changes thereto, will
be subject to procedures reasonably designed to prevent the use and
dissemination of material non-public information regarding the Fund's
Actual Portfolio and/or the Proxy Portfolio or changes thereto.
Moreover, if any such person or entity is registered as a broker-dealer
or affiliated with a broker-dealer, such person or entity has erected
and will maintain a ``fire wall'' between the person or entity and the
broker-dealer with respect to access to information concerning the
composition and/or changes to the Fund's Actual Portfolio and/or Proxy
Portfolio.
Description of the Fund
    According to the Registration Statement, the Adviser will identify
a Proxy Portfolio for the Fund, which is designed to closely track the
daily performance of the Fund. The Fund's Proxy Portfolio will be
constructed to replicate the daily performance of the Fund's Actual
Portfolio through a factor model analysis of the Fund's Actual
Portfolio and will only include securities and investments in which the
Fund may invest. However, while the Proxy Portfolio and the Actual
Portfolio will likely hold some or many of the same securities, the
Proxy Portfolio and the Fund's Actual Portfolio may not include
identical securities. The composition of the Fund's Proxy Portfolio
will be published on the

Fund's website each Business Day \12\ and will include the following
information for each portfolio holding in the Proxy Portfolio: (1)
Ticker symbol; (2) CUSIP or other identifier; (3) description of
holding; (4) quantity of each security or other asset held; and (5)
percentage weight of the holding in the Proxy Portfolio. The Proxy
Portfolio will be reconstituted daily, and the Adviser will not make
intra-day changes to the Proxy Portfolio except to correct errors in
the published Proxy Portfolio.
---------------------------------------------------------------------------

    \12\ ``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.
---------------------------------------------------------------------------

    In addition to the Proxy Portfolio, the Fund's website will publish
a variety of other information metrics regarding the relative behavior
of the Proxy Portfolio and the Actual Portfolio, including daily
disclosure of the ``Proxy Overlap'' \13\ and the ``Tracking Error''
\14\ for the Fund.
---------------------------------------------------------------------------

    \13\ According to the Registration Statement, ``Proxy Overlap''
is the percentage weight overlap between the holdings of the Proxy
Portfolio and the Actual Portfolio that formed the basis for the
Fund's calculation of NAV at the end of the prior Business Day.
    \14\ According to the Registration Statement, ``Tracking Error''
is the standard deviation over the past three months of the daily
proxy spread (i.e., the difference, in percentage terms, between the
Proxy Portfolio per share NAV and that of the Actual Portfolio at
the end of the trading day).
---------------------------------------------------------------------------

Nuveen Growth Opportunities ETF
    The Fund's holdings will conform to the permissible investments as
set forth in the Application and Exemptive Order, and the holdings will
be consistent with all requirements in the Application and Exemptive
Order.\15\ Any foreign common stocks held by the Fund will be traded on
an exchange that is a member of the Intermarket Surveillance Group
(``ISG'') or with which the Exchange has in place a comprehensive
surveillance sharing agreement.
---------------------------------------------------------------------------

    \15\ 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 to seek long-term capital appreciation. The Fund will
primarily invest in exchange-traded equity securities of U.S. companies
with market capitalizations of at least $1 billion that exhibit ESG
characteristics, as identified by the Sub-Adviser. The Fund will
normally invest at least 80% of the sum of its net assets in exchange-
traded equity securities of between 40 to 65 companies with large
capitalizations, primarily in the information technology sector, at the
time of purchase.
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.\16\
---------------------------------------------------------------------------

    \16\ Id.
---------------------------------------------------------------------------

    The Fund's investments, including derivatives, will be consistent
with its investment objectives [sic] 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., 2 x or -3
x) of the Fund's primary broad-based securities benchmark index (as
defined in Form N-1A).\17\
---------------------------------------------------------------------------

    \17\ 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.
---------------------------------------------------------------------------

Creations and Redemptions of Shares
    According to the Registration Statement, the Trust will issue and
sell Shares of the Fund only in specified minimum size ``Creation
Units'' through the Distributor on a continuous basis at their NAV next
determined after receipt of an order in proper form on any Business
Day. The NAV of 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 10,000
Shares.
    According to the Registration Statement, Shares of the Fund will be
purchased and redeemed in Creation Units. Creation Units are typically
purchased and redeemed in-kind, but they may also be purchased and
redeemed, in whole or in part, for cash in the Adviser's discretion.
Accordingly, purchasers will generally be required to purchase Creation
Units by making an in-kind deposit of specified instruments (the
``Deposit Securities'') and/or the cash value of the Deposit Securities
(``Deposit Cash''), and shareholders redeeming their Shares will
generally receive an in-kind transfer of Deposit Securities and/or
Deposit Cash. The names and quantities of the instruments that
constitute the Deposit Securities will be the same as the Fund's Proxy
Portfolio, except to the extent purchases and redemptions are made
entirely or in part on a cash basis.
    Creation Units of the Fund may be purchased and/or redeemed
entirely for cash in the Adviser's discretion. When full or partial
cash purchases or redemptions of Creation Units are available or
specified for the Fund, they will be effected in essentially the same
manner as in-kind purchases or redemptions thereof. The Fund may
determine, upon receiving a purchase or redemption order from an
Authorized Participant, to have the purchase or redemption, as
applicable, be made entirely or in part in cash.\18\
---------------------------------------------------------------------------

    \18\ The Adviser represents that, to the extent the Trust
effects the creation or redemption of Shares in cash on any given
day, such transactions will be effected in the same manner for all
Authorized Participants placing trades with the Fund on that day.
---------------------------------------------------------------------------

    If there is a difference between the NAV attributable to a Creation
Unit and the aggregate market value of the Deposit Securities and/or
Deposit Cash (together, the ``Basket''), the party conveying
instruments with the lower value will also pay to the other an amount
in cash equal to that difference (the ``Cash Component'' or ``Cash
Redemption Component'').
    Each Business Day, prior to the opening of trading on the Exchange,
the Fund will publish the names and quantities of the instruments
comprising the Basket (i.e., the Deposit Securities and/or the Deposit
Cash), as well as the estimated Cash Component and Cash Redemption
Component (if any), for that day through the National Securities
Clearing Corporation or another method of public dissemination. The
published Basket will apply until a new Basket is announced on the
following Business Day, and there will be no intra-day changes to the
Basket except to correct errors in the published Basket. The Basket
will be published each Business Day regardless of whether the Fund
decides to issue or redeem Creation Units entirely or in part on a cash
basis.
    All orders to purchase or redeem Creation Units must be placed with
the Distributor by or through an Authorized Participant. Orders to
purchase or

redeem Creation Units will be accepted until the ``Cut-Off Time,''
generally 3:00 p.m. E.T. The date on which an order to purchase or
redeem Creation Units is received and accepted is referred to as the
``Order Placement Date.'' All Creation Unit orders must be received by
the Distributor no later than the 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.
Availability of Information
    The Fund's website (www.nuveen.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for the Fund that may be downloaded. The Fund's
website will include on a daily basis, per Share for the Fund, the
prior Business Day's NAV and the ``Closing Price'' or ``Bid/Ask
Price,'' \19\ and a calculation of the premium/discount of the Closing
Price or Bid/Ask Price against such NAV.\20\ 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).\21\ The website and information will be
publicly available at no charge.
---------------------------------------------------------------------------

    \19\ The records relating to Bid/Ask Prices will be retained by
the Fund or its service providers. The ``Bid/Ask Price'' is the
midpoint of the highest bid and lowest offer based upon the National
Best Bid and Offer as of the time of calculation of 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.
    \20\ 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 or the Closing Price on a given trading
day.
    \21\ See note 4, supra. Rule 8.601-E (c)(3) provides that the
website for each series of Active Proxy Portfolio Shares shall
disclose the information regarding the Proxy Portfolio as provided
in the exemptive relief pursuant to the 1940 Act applicable to such
series, including the following, to the extent applicable:
    (i) Ticker symbol;
    (ii) CUSIP or other identifier;
    (iii) Description of holding;
    (iv) Quantity of each security or other asset held; and
     (v) Percentage weighting of the holding in the portfolio.
---------------------------------------------------------------------------

    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 for the Fund, as discussed above.
    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.\22\ 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.
---------------------------------------------------------------------------

    \22\ See note 7, 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.\23\ 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.
---------------------------------------------------------------------------

    \23\ 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. Trading may be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the series of Active Proxy Portfolio
Shares inadvisable. These may include: (a) The extent to which trading
is not occurring in the securities and/or the financial instruments
composing the Proxy Portfolio and/or Actual Portfolio; or (b) whether
other unusual conditions or circumstances detrimental to the
maintenance of a fair and orderly market are present. If the Exchange
becomes aware that the NAV, Proxy Portfolio, or Actual Portfolio with
respect to a series of Active Proxy Portfolio Shares is not
disseminated to all market participants at the same time, the Exchange
shall halt trading in such series until such time as the NAV, Proxy
Portfolio, or Actual Portfolio is available to all market participants
at the same time.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace in all trading sessions in accordance with
NYSE Arca Rule 7.34-E(a). As provided in NYSE Arca Rule 7.6-E, the
minimum price variation (``MPV'') for quoting and entry of orders in
equity securities traded on the NYSE Arca Marketplace is $0.01, with
the exception of securities that are priced less than $1.00 for which
the MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing
criteria under NYSE Arca Rule 8.601-E. The Exchange has appropriate
rules to facilitate

trading in the Shares during all trading sessions.
    A minimum of 100,000 Shares for 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 Trust that the NAV per
Share of the Fund will be calculated daily and that the NAV, Proxy
Portfolio, and the Actual Portfolio for the Fund will be made available
to all market participants at the same time.
    With respect to Active Proxy Portfolio Shares, all of the Exchange
member obligations relating to product description and prospectus
delivery requirements will continue to apply in accordance with
Exchange rules and federal securities laws, and the Exchange and the
Financial Industry Regulatory Authority, Inc. (``FINRA'') will continue
to monitor Exchange members for compliance with such requirements.
Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances, administered by the Exchange, as
well as cross-market surveillances administered by FINRA on behalf of
the Exchange, which are designed to detect violations of Exchange rules
and applicable federal securities laws.\24\ 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.
---------------------------------------------------------------------------

    \24\ 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.\25\
---------------------------------------------------------------------------

    \25\ 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, in order to facilitate the
performance of the surveillances referred to above.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
    Commentary .03 to NYSE Arca Rule 8.601-E provides that the Exchange
will implement and maintain written surveillance procedures for Active
Proxy Portfolio Shares. As part of these surveillance procedures, the
Investment Company's investment adviser will, upon request by the
Exchange or FINRA, on behalf of the Exchange, make available to the
Exchange or FINRA the daily Actual Portfolio holdings of each series of
Active Proxy Portfolio Shares. The Exchange believes that the ability
to access the information on an as needed basis will provide it with
sufficient information to perform the necessary regulatory functions
associated with listing and trading series of Active Proxy Portfolio
Shares on the Exchange, including the ability to monitor compliance
with the initial and continued listing requirements as well as the
ability to surveil for manipulation of Active Proxy Portfolio Shares.
    The Exchange will utilize its existing procedures to monitor issuer
compliance with the requirements of Rule 8.601-E. For example, the
Exchange will continue to use intraday alerts that will notify Exchange
personnel of trading activity throughout the day that may indicate that
unusual conditions or circumstances are present that could be
detrimental to the maintenance of a fair and orderly market. The
Exchange will require from the issuer of a series of Active Proxy
Portfolio Shares, upon initial listing and periodically thereafter, a
representation that it is in compliance with Rule 8.601-E. The Exchange
notes that Commentary .01 to Rule 8.601-E requires an issuer of Active
Proxy Portfolio Shares to notify the Exchange of any failure to comply
with the continued listing requirements of Rule 8.601-E. In addition,
the Exchange will require issuers to represent that they will notify
the Exchange of any failure to comply with the terms of applicable
exemptive and no-action relief. As part of its surveillance procedures,
the Exchange will rely on the foregoing procedures to become aware of
any 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 or
reference asset, (b) limitations on portfolio holdings or reference
assets, or (c) the applicability of Exchange listing rules specified in
this rule filing shall constitute continued listing requirements for
listing the Shares on the Exchange. The Exchange will obtain a
representation from the Trust, prior to commencement of trading in the
Shares of the 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,\26\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\27\ 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.\28\
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78f(b).
    \27\ 15 U.S.C. 78f(b)(5).
    \28\ 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.\29\
---------------------------------------------------------------------------

    \29\ See note 15, 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'
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., 2 x or -3
x) 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 Trust 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 for Active
Proxy Portfolio Shares. As part of these surveillance procedures, the
Investment Company's investment adviser will, upon request by the
Exchange or FINRA, on behalf of the Exchange, make available to the
Exchange or FINRA the daily portfolio holdings of each series of Active
Proxy Portfolio Shares. The Exchange believes that the ability to
access the information on an as needed basis will provide it with
sufficient information to perform the necessary regulatory functions
associated with listing and trading series of Active Proxy Portfolio
Shares on the Exchange, including the ability to monitor compliance
with the initial and continued listing requirements as well as the
ability to surveil for manipulation of Active Proxy Portfolio Shares.
With respect to the Fund, the Adviser will make available daily to
FINRA and the Exchange the portfolio holdings of the Fund upon request
in order to facilitate the performance of the surveillances referred to
above.
    The Exchange will utilize its existing procedures to monitor
compliance with the requirements of Rule 8.601-E. For example, the
Exchange will continue to use intraday alerts that will notify Exchange
personnel of trading activity throughout the day that may indicate that
unusual conditions or circumstances are present that could be
detrimental to the maintenance of a fair and orderly market. The
Exchange will require from the Trust, upon initial listing and
periodically thereafter, a representation that it is in compliance with
Rule 8.601-E. The Exchange notes that Commentary .01 to Rule 8.601-E
requires the issuer of the 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.\30\
---------------------------------------------------------------------------

    \30\ See note 4, 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.\31\ 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.
---------------------------------------------------------------------------

    \31\ See note 15, 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 an additional
actively-managed ETF that has characteristics different from existing
actively-managed and index ETFs and would introduce additional
competition among various ETF products to the benefit of investors.

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

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

III. 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) of the Act \32\ and Rule 19b-
4(f)(6) thereunder.\33\
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78s(b)(3)(A).
    \33\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act normally does not become operative for 30 days after the date of
its filing. However, Rule 19b-4(f)(6)(iii) \34\ permits the Commission
to designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has
requested that the Commission waive the 30-day operative delay so that
the proposal may become operative immediately upon filing. The Exchange
notes that the Commission has noticed for immediate effectiveness a
proposed rule change to permit listing and trading on the Exchange of
Active Proxy Portfolio Shares similar to the Fund.\35\ The proposed
listing rule for the Fund raises no novel legal or regulatory issues.
Thus, the Commission believes that waiver of the 30-day operative delay
is consistent with the protection of investors and the public interest.
Accordingly, the Commission hereby waives the 30-day operative delay
and designates the proposed rule change operative upon filing.\36\
---------------------------------------------------------------------------

    \34\ 17 CFR 240.19b-4(f)(6)(iii).
    \35\ See supra note 9.
    \36\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2021-77 on the subject line.

Paper Comments

     Send paper comments in triplicate to: Secretary,
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549-1090.
All submissions should refer to File Number SR-NYSEArca-2021-77. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2021-77 and should be submitted
on or before October 8, 2021.
---------------------------------------------------------------------------

    \37\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\37\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-20081 Filed 9-16-21; 8:45 am]
BILLING CODE 8011-01-P