[Federal Register Volume 88, Number 45 (Wednesday, March 8, 2023)]
[Notices]
[Pages 14419-14427]
[FR Doc No: 2023-04689]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97029; File No. SR-NYSEARCA-2023-16]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To List and Trade
Shares of Alger Weatherbie Enduring Growth ETF

March 2, 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 February 16, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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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 Rule 8.900-E (Managed Portfolio Shares): Alger Weatherbie
Enduring Growth 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
    NYSE Arca Rule 8.900-E permits the listing and trading, or trading
pursuant to unlisted trading privileges, of Managed Portfolio Shares,
which are securities issued by an actively managed open-end investment
management company.\3\ Rule 8.900-E(b)(1) requires the Exchange to file
separate proposals under Section 19(b) of the Act before listing and
trading any series of Managed Portfolio Shares on the Exchange.
Therefore, the Exchange is submitting this proposal in order to list
and trade Managed Portfolio Shares of the Alger Weatherbie Enduring
Growth ETF (the ``Fund'') under Rule 8.900-E.
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    \3\ Rule 8.900-E(c)(1) provides that the term ``Managed
Portfolio Share'' means a security that (a) represents an interest
in an 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 Creation Unit, or multiples thereof, in return
for a designated portfolio of instruments (and/or an amount of cash)
with a value equal to the next determined net asset value and
delivered to the Authorized Participant (as defined in the
Investment Company's Form N-1A filed with the Commission) through a
Confidential Account; (c) when aggregated into a Redemption Unit, or
multiples thereof, may be redeemed for a designated portfolio of
instruments (and/or an amount of cash) with a value equal to the
next determined net asset value delivered to the Confidential
Account for the benefit of the Authorized Participant; and (d) the
portfolio holdings for which are disclosed within at least 60 days
following the end of every fiscal quarter.
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    The Commission has previously approved \4\ and noticed for
immediate effectiveness \5\ rules permitting the listing and trading on
the Exchange of Managed Portfolio Shares under NYSE Arca Rule 8.900-E.
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    \4\ See Securities Exchange Act Release Nos. 89663 (August 25,
2020), 85 FR 53868 (August 31, 2020) (SR-NYSEArca-2020-48) (Order
Approving a Proposed Rule Change, as Modified by Amendment No. 1, To
List and Trade Shares of Gabelli ETFs Under Rule 8.900-E, Managed
Portfolio Shares); 90528 (November 30, 2020), 85 FR 78389 (December
4, 2020) (SR-NYSEArca-2020-80) (Order Approving a Proposed Rule
Change, as Modified by Amendment No. 2, To List and Trade Shares of
Alger Mid Cap 40 ETF and Alger 25 ETF Under Rule 8.900-E); and 90683
(December 16, 2020), 85 FR 83665 (December 22, 2020) (SR-NYSEArca-
2020-94) (Order Approving a Proposed Rule Change, as Modified by
Amendments No. 1 and No. 2, To List and Trade Shares of the
AdvisorShares Q Portfolio Blended Allocation ETF and AdvisorShares Q
Dynamic Growth ETF Under NYSE Arca Rule 8.900-E).
    \5\ See Securities Exchange Act Release Nos. 92349 (July 19,
2021), 86 FR 39084 (July 23, 2021) (SR-NYSEArca-2021-54) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to List
and Trade Shares of the Cambiar Large Cap ETF, Cambiar Small Cap ETF
and Cambiar SMID ETF); and 94569 (March 31, 2022), 87 FR 19990
(April 6, 2022) (Notice of Filing and Immediate Effectiveness of
Proposed Rule Change to List and Trade Shares of the DoubleLine
Shiller CAPE U.S. Equities ETF under Rule 8.900-E (Managed Portfolio
Shares)).

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Description of the Fund and the Trust
    The shares of the Fund (the ``Shares'') will be issued by The Alger
ETF Trust (the ``Trust''), a business trust organized under the laws of
the state of Massachusetts and registered with the Commission as an
open-end management investment company.\6\ The investment adviser to
the Fund will be Fred Alger Management, LLC (the ``Adviser''). Fred
Alger & Company, LLC (the ``Distributor'') will serve as the
distributor for the Fund's Shares. All statements and representations
made in this filing regarding (a) the description of the portfolio or
reference assets, (b) limitations on portfolio holdings or reference
assets, or (c) the applicability of Exchange rules shall constitute
continued listing requirements for listing the Shares on the Exchange,
as provided under Rule 8.900-E(b)(1).
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    \6\ The Trust is registered under the Investment Company Act of
1940 (the ``1940 Act''). On November 18, 2022, the Trust filed a
registration statement on Form N-1A under the Securities Act of 1933
(the ``1933 Act'') and the 1940 Act for the Fund (File No. 811-
23603) (the ``Registration Statement''). The Commission issued an
order granting exemptive relief to the Trust (``Exemptive Order'')
under the 1940 Act on May 19, 2020 (Investment Company Act Release
No. 33869). The Exemptive Order was granted in response to the
Trust's application for exemptive relief (the ``Exemptive
Application'') (File No. 812-15117). The description of the
operation of the Trust and the Fund herein is based, in part, on the
Registration Statement. The Registration Statement was declared
effective by the SEC on February 15, 2023.
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    Rule 8.900-E(b)(4) provides that, if the investment adviser to the
Investment Company issuing Managed 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 of and/or changes to such Investment Company portfolio and/
or the Creation Basket.\7\ Any person related to the investment adviser
or Investment Company who makes decisions pertaining to the Investment
Company's portfolio composition or has access to information regarding
the Investment Company's portfolio composition or changes thereto or
the Creation Basket must be subject to procedures designed to prevent
the use and dissemination of material non-public information regarding
the applicable Investment Company portfolio or changes thereto or the
Creation Basket.
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    \7\ Rule 8.900-E(c)(5) provides that the term ``Creation
Basket'' means, on any given business day, the names and quantities
of the specified instruments (and/or an amount of cash) that are
required for an AP Representative to deposit in-kind on behalf of an
Authorized Participant in exchange for a Creation Unit and the names
and quantities of the specified instruments (and/or an amount of
cash) that will be transferred in-kind to an AP Representative on
behalf of an Authorized Participant in exchange for a Redemption
Unit, which will be identical and will be transmitted to each AP
Representative before the commencement of trading.
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    Rule 8.900-E(b)(4) is similar to Commentary .03(a)(i) and (iii) to
Rule 5.2-E(j)(3); however, Commentary .03(a) 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.\8\
Rule 8.900-E(b)(4) is also similar to Commentary .06 to Rule 8.600-E
related to Managed Fund Shares, except that Rule 8.900-E(b)(4) 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, with respect to an Investment Company's
portfolio and Creation Basket, and not just to the underlying
portfolio, as is the case with Managed Fund Shares. 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 portfolio
and/or Creation Basket.
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    \8\ 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. The Fund will also be required to comply
with Exchange rules relating to disclosure, including Rule 5.3-E(i).
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    In the event (a) the Adviser or any 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 personnel of the broker-dealer or broker-
dealer affiliate regarding access to information concerning the
composition and/or changes to the portfolio and/or Creation Basket. Any
person related to the Adviser or the Trust who makes decisions
pertaining to the Fund's portfolio composition or that has access to
information regarding the Fund's portfolio composition or that has
access to information regarding the Fund's portfolio or changes thereto
or the Creation Basket will be subject to procedures designed to
prevent the use and dissemination of material non-public information
regarding such portfolio or changes thereto and the Creation Basket.
    Further, Rule 8.900-E(b)(5) requires that any person or entity,
including an AP Representative (as defined below), custodian, Reporting
Authority, distributor, or administrator, who has access to non-public
information regarding the Investment Company's portfolio composition or
changes thereto or the Creation Basket, must be subject to procedures
reasonably designed to prevent the use and dissemination of material
non-public information regarding the applicable Investment Company
portfolio or changes thereto or the Creation Basket. 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 portfolio or Creation Basket.
Description of the Fund \9\
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    \9\ The Exchange represents that, for initial and continued
listing, the Fund will be in compliance with Rule 10A-3 under the
Act. See 17 CFR 240.10A-3.
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    The Fund's holdings will conform to the permissible investments as
set forth in the Exemptive Application and Exemptive Order, and the
holdings will be consistent with all requirements in the Exemptive
Application and Exemptive Order.\10\
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    \10\ Pursuant to the Exemptive Order, the only permissible
investments for the Fund are the following that trade on a U.S.
exchange contemporaneously with Shares of the Fund: exchange-traded
funds (``ETFs''), exchange-traded notes, exchange-listed common
stocks, exchange-traded preferred stocks, exchange-traded American
Depositary Receipts, exchange-traded real estate investment trusts,
exchange-traded commodity pools, exchange-traded metal trusts,
exchange-traded currency trusts, and exchange-traded futures for
which the reference asset is one in which the Fund may invest
directly, in the case of an index future traded on a U.S. exchange,
is based on an index, the components of which are a type of asset in
which the Fund could invest directly, as well as cash and cash
equivalents (which are short-term U.S. Treasury securities,
government money market funds, and repurchase agreements). All of
the equity instruments or futures held by the Fund will be traded on
an exchange that is a member of the Intermarket Surveillance Group
(``ISG'') or affiliated with a member of ISG or with which the
Exchange has in place a comprehensive surveillance sharing
agreement.

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    According to the Registration Statement, the Fund's primary
objective is to seek long-term capital appreciation. The Fund will
invest primarily in equity securities of mid-cap growth companies.\11\
Under normal circumstances, 80% of companies in the Fund's portfolio,
based on net assets, will have an environmental, social and governance
(``ESG'') rating, as rated by Sustainalytics, a third-party ESG rating
agency.
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    \11\ For purposes of the Fund's objective, ``mid-cap growth
companies'' are those companies that, at the time of purchase of the
securities, primarily have total market capitalization within the
range of (i) companies included in the Russell Midcap Growth Index,
as reported by the index at the most recent quarter end, or (ii) $1
billion to $25 billion. As of December 31, 2022, the companies in
this index ranged from $735.7 million to $ 52.8 billion. Because of
the Fund's long-term approach to investing, it could have a
significant portion of its assets invested in securities of issuers
that have appreciated beyond the market capitalization thresholds
noted.
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    According to the Registration Statement, in effecting its
investment strategy, the Adviser will initially employ a fundamental
analysis to identify innovative and dynamic companies that demonstrate
promising growth potential such as strong earnings growth and sound
stock market values. The Adviser will then use Sustainalytics' ESG
ratings to determine whether an identified company is an appropriate
investment for the Fund, including determining the impact that the
investment would have on the Sustainalytics ESG rating of the Fund's
portfolio on a weighted average basis. In selecting and monitoring
investments for the Fund, the Adviser will conduct due diligence on
Sustainalytics, review the Sustainalytics ESG ratings of existing and
potential portfolio investments, and separately engage with identified
companies to determine whether a company's Sustainalytics ESG rating
seems consistent with the company's practices. As part of the Adviser's
fundamental analysis when considering investing in a company without a
Sustainalytics ESG rating, the Adviser will consider the company's ESG
record in addition to the company's overall growth potential.
    The Fund is a non-transparent, actively managed ETF that will not
seek to replicate the performance of a specified index.
    According to the Registration Statement, the Fund will invest in
cash (and cash equivalents) when the Fund is unable to find enough
attractive long-term investments to meet its investment objective and/
or when it is advisable to do so during times of short-term market
volatility. During these times, cash (and cash equivalents) will not
exceed 15% of the Fund's assets.
Investment Restrictions
    The Fund's holdings will be consistent with all requirements
described in the Exemptive Application and Exemptive Order.\12\
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    \12\ See note 10, supra.
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    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 any securities benchmark index. As noted above, the Fund will not
seek to replicate the performance of a specified index.
Creations and Redemptions of Shares
    Creations and redemptions of Shares will take place as described in
Rule 8.900-E. Specifically, in connection with the creation and
redemption of Creation Units \13\ the delivery or receipt of any
portfolio securities in-kind will be required to be effected through a
separate confidential brokerage account (a ``Confidential
Account'').\14\ An Authorized Participant (``AP''), as defined in the
applicable Form N-1A filed with the Commission, will sign an agreement
with an AP Representative \15\ establishing the Confidential Account
for the benefit of the AP. AP Representatives will be broker-dealers.
An AP must be a participant in the Continuous Net Settlement System of
the National Securities Clearing Corporation (``NSCC'') or a
participant in the Depository Trust Company (``DTC'') and must have
executed an authorized participant agreement (``Participant
Agreement'') with the Distributor with respect to the creation and
redemption of Creation Units and formed a Confidential Account for its
benefit in accordance with the terms of the Participant Agreement. For
purposes of creations or redemptions, all transactions will be effected
through the respective AP's Confidential Account, for the benefit of
the AP, without disclosing the identity of such securities to the AP.
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    \13\ Rule 8.900-E(c)(6) provides that the term ``Creation Unit''
means a specified minimum number of Managed Portfolio Shares issued
by an Investment Company at the request of an Authorized Participant
in return for a designated portfolio of instruments and/or cash.
Rule 8.900-E(c)(7) provides that the term ``Redemption Unit'' means
a specified minimum number of Managed Portfolio Shares that may be
redeemed to an Investment Company at the request of an Authorized
Participant in return for a portfolio of instruments and/or cash.
For purposes of this filing, the terms ``Creation Unit'' means
either a Creation Unit as defined in Rules 8.900-E(c)(6), or a
Redemption Unit as defined in Rule 8.900-E(c)(7).
    \14\ Rule 8.900-E(c)(4) provides that the term ``Confidential
Account'' means an account owned by an Authorized Participant and
held with an AP Representative on behalf of the Authorized
Participant. The account will be established and governed by
contractual agreement between the AP Representative and the
Authorized Participant solely for the purposes of creation and
redemption, while keeping confidential the Creation Basket
constituents of each series of Managed Portfolio Shares, including
from the Authorized Participant. The books and records of the
Confidential Account will be maintained by the AP Representative on
behalf of the Authorized Participant.
    \15\ Rule 8.900-E(c)(3) provides that the term ``AP
Representative'' means an unaffiliated broker-dealer, with which an
Authorized Participant has signed an agreement to establish a
Confidential Account for the benefit of such Authorized Participant,
that will deliver or receive, on behalf of the Authorized
Participant, all consideration to or from the Investment Company in
a creation or redemption. An AP Representative will not be permitted
to disclose the Creation Basket to any person, including the
Authorized Participants.
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    Each business day, the Fund's custodian will transmit the
composition of the Fund's Creation Basket (as described below) to each
AP Representative. This information will permit an AP that has
established a Confidential Account with an AP Representative to
transact in the underlying securities of the Creation Basket through
their AP Representatives, enabling them to engage in in-kind creation
or redemption activity without knowing the identity or weighting of
those securities. Fund Shares will be issued and redeemed in Creation
Units of 12,500 Shares. The size of a Creation Unit is subject to
change. The Fund will offer and redeem Creation Units on a continuous
basis at the net asset value (``NAV'') per Share next determined after
receipt of an order in proper form. The Fund's NAV per Share will be
determined as of the closing time of the regular trading session on the
Exchange (ordinarily, 4:00 p.m. E.T.) on each day that the Exchange is
open.
    In order to keep costs low and permit the Fund to be as fully
invested as possible, Shares will be purchased and redeemed in Creation
Units and generally on an in-kind basis. The Fund will issue Creation
Units principally in

exchange for (i) the in-kind deposit of a designated portfolio of
securities (the ``Deposit Securities''), which for each Creation Unit
will constitute a substantial replication, or a representation, of the
securities included in the Fund's portfolio, and (ii) if applicable, an
amount of cash (the ``Cash Component''). Together, the Deposit
Securities and the Cash Component, if applicable, constitute the ``Fund
Deposit.'' The Deposit Securities and the securities that will be
delivered in an in-kind transfer in a redemption (the ``Fund
Securities'') will generally be identical, but may not be so under
certain circumstances. The Cash Component is an amount equal to the
difference between the NAV of the Shares of the Fund (per Creation
Unit) and the market value of the Deposit Securities. 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.
    On each business day, prior to the opening of business on the
Exchange (ordinarily, 9:30 a.m. E.T.), the custodian will make
available through NSCC the list of the company names and the required
number of shares of each Deposit Security, as applicable, and Cash
Component, as applicable, to be included in the current Fund Deposit
(based on information at the end of the previous business day) for the
Fund. The Deposit Securities, as applicable, and Cash Component, as
applicable, announced are applicable to purchases of Creation Units
until the next-announced composition of the Fund Deposit. When full or
partial cash purchases of Creation Units are available or specified for
the Fund, they will be effected in essentially the same manner as in-
kind purchases thereof.
    On any given business day, the names and quantities of the
instruments that constitute the Deposit Securities and the names and
quantities of the instruments that constitute the Fund Securities will
be identical to and will correspond pro rata to the positions in the
Fund's portfolio (including cash positions), and these instruments may
be referred to, in the case of either a purchase or a redemption, as
the ``Creation Basket.''
Placement of Purchase Orders
    The Fund will issue Shares through the Distributor on a continuous
basis at NAV. The Exchange represents that the issuance of Shares will
operate in a manner substantially similar to that of other ETFs. The
Fund will issue Shares only at the NAV per Share next determined after
an order in proper form is received.
    A creation transaction generally begins when an AP enters into an
irrevocable creation order with the Fund and delivers to the AP
Representative the cash necessary to purchase the designated portfolio
of securities that constitute the Creation Basket in the Confidential
Account. The AP Representative then purchases and delivers the
designated portfolio of securities to the Fund's custodian, and the
Fund then instructs the custodian to exchange such portfolio of
securities for a specified number of Shares in volumes of Creation
Units. The AP Representative will seek to assemble the shares of the
Creation Basket in a manner that will not reveal its composition. The
Distributor will furnish acknowledgements to those placing such orders
that the orders have been accepted, but the Distributor may reject any
order which is not submitted in proper form, as described in the Fund's
prospectus or Statement of Additional Information (``SAI'').
    The NAV of the Fund is expected to be determined once each business
day as of the close of the regular trading session on the Exchange
(ordinarily, 4:00 p.m. E.T.). An AP must submit an irrevocable purchase
order by the time set forth in the Participant Agreement and/or
applicable order form, on any business day in order to receive that
business day's NAV. On days when the Exchange closes or is anticipated
to close earlier than normal, the Fund may require purchase orders to
be placed earlier in the day. The date on which an order to purchase
(or redeem, as further described below) Creation Units is received and
accepted is referred to as the ``Order Placement Date.''
    Purchases of Shares will be settled in-kind and/or in cash for an
amount equal to the applicable NAV per Share purchased plus applicable
transaction fees.\16\ The Fund may permit full or partial cash
purchases of Creation Units of the Fund under the circumstances
described above. When full or partial cash purchases of Creation Units
are available or specified for the Fund, they will be effected in
essentially the same manner as in-kind purchases thereof. In the case
of a full or partial cash purchase, the AP, through the AP
Representative, must pay the cash equivalent of the Deposit Securities
it would otherwise provide through an in-kind purchase, plus the same
Cash Component required to be paid in connection with an in-kind
purchase.
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    \16\ To the extent that the Fund allows creations or redemptions
to be conducted in cash, such transactions will be effected in the
same manner for all APs transacting in cash.
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Authorized Participant Redemption
    The Shares may be redeemed to the Fund in Creation Unit size or
multiples thereof as described below. Redemption orders of Creation
Units must be placed by or through an AP. Creation Units of the Fund
will be redeemable at their NAV per Share next determined after receipt
of a redemption request in proper form. Orders to redeem Creation Units
must be submitted in proper form prior to the time as set forth in the
Participant Agreement.
    Each business day, prior to the opening of trading on the Exchange
(currently 9:30 a.m., Eastern time), the custodian will transmit to
each AP Representative the identity and the required number of each
Fund Security and, as applicable and under the circumstances described
below, the cash value of the Fund Securities that will be applicable to
redemption requests for that day, and the amount of the Cash Redemption
Amount (as defined below, if any). A redemption transaction generally
begins when an AP enters into an irrevocable redemption order with the
Fund. The Fund then instructs the custodian to deliver a designated
portfolio of securities that constitute the Creation Basket to the
appropriate AP Representative's Confidential Account in exchange for
the Fund Shares in volumes of Creation Units being redeemed. Orders to
redeem Creation Units must submitted in proper form prior to the time
as set forth in the Participant Agreement.
    Redemption proceeds for a Creation Unit are paid in-kind, in cash,
or combination thereof, as determined by the Trust. With respect to in-
kind redemptions of the Fund, redemption proceeds for a Creation Unit
will consist of Fund Securities, as announced by the custodian on the
business day of the request for redemption received in proper form plus
cash in an amount equal to the difference between the NAV of the Shares
of the Fund being redeemed, as next determined after a receipt of a
request in proper form, and the value of Fund Securities (the ``Cash
Redemption Amount''), less any fixed redemption transaction fee as set
forth below and any applicable additional variable charge as set forth
below. In the event that the Fund's securities have a value greater
than the NAV of the Shares of the Fund, the Cash Redemption Amount
equal to the differential is required to be made by the AP to the Fund.
The Participant Agreement signed by each AP will require establishment
of a Confidential

Account to receive distributions of securities in-kind upon redemption.
Each AP will be required to open a Confidential Account with an AP
Representative in order to facilitate orderly processing of
redemptions.
Net Asset Value
    The NAV will be calculated for the Shares of the Fund on each
business day. The Fund's NAV is determined as of the close of regular
trading on the New York Stock Exchange, normally 4:00 p.m., E.T. The
NAV of the Fund's Shares is determined by adding the total value of its
assets, subtracting its liabilities and then dividing the result by the
number of Shares outstanding.
    The assets of the Fund are generally are valued each day at the
last quoted sales price on each security's primary exchange or official
closing price as reported by an independent pricing service on the
primary market or exchange on which they are traded, or, in the absence
of reported sales, at the most recent bid price. If market prices are
not readily available or the Fund thinks that they are unreliable, or
when the value of a security has been materially affected by events
occurring after the relevant market closes, the Fund will price those
securities at fair value as determined in good faith using methods
approved by the Fund's Board.
    More information about the valuation of the Fund's holdings can be
found in the SAI.
    Information regarding the Fund's NAV and how often Shares of the
Fund traded at a price above (i.e., at a premium) or below (i.e., at a
discount) the Fund's NAV will be available on the Fund's website
(www.alger.com).
Availability of Information
    The Fund's website, www.alger.com, will include the prospectus for
the Fund that may be downloaded. The Fund's website will include
additional quantitative information updated on a daily basis, including
the prior business day's NAV, market closing price or mid-point of the
bid/ask spread at the time of calculation of such NAV (the ``Bid/Ask
Price''),\17\ and a calculation of the premium and discount of the
market closing price or Bid/Ask Price against the NAV. The website and
information will be publicly available at no charge.
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    \17\ The Bid/Ask Price of the Fund's Shares is determined using
the mid-point between the current national best bid and offer at the
time of calculation of the Fund's NAV. The records relating to Bid/
Ask Prices will be retained by the Fund or their service providers.
---------------------------------------------------------------------------

    Form N-PORT requires reporting of the 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 the Fund's SAI, its
shareholder reports, its Form N-CSR, filed twice a year, and its Form
N-CEN, filed annually. The Fund's SAI and shareholder reports are
available free upon request from the Fund, and those documents and the
Form N-PORT, Form N-CSR, and Form N-CEN may be viewed onscreen or
downloaded from the Commission's website at www.sec.gov.
    Information regarding market price and trading volume of the Shares
will be continually available to market participants on a real-time
basis throughout the day on brokers' computer screens and other
electronic services. Information regarding the previous day's closing
price and trading volume information for the Shares will be published
daily in the financial section of newspapers. Quotation and last sale
information for the Shares will be available via the Consolidated Tape
Association (``CTA'') high-speed line. In addition, the Verified
Intraday Indicative Value (``VIIV''), as defined in Rule 8.900-
E(c)(2),\18\ will be widely disseminated by the Reporting Authority
\19\ and/or one or more major market data vendors in one second
intervals during the Exchange's Core Trading Session.
---------------------------------------------------------------------------

    \18\ Rule 8.900-E(c)(2) provides that the term ``Verified
Intraday Indicative Value'' is the indicative value of a Managed
Portfolio Share based on all of the holdings of a series of Managed
Portfolio Shares as of the close of business on the prior business
day and, for corporate actions, based on the applicable holdings as
of the opening of business on the current business day, priced and
disseminated in one second intervals during the Core Trading Session
by the Reporting Authority.
    \19\ Rule 8.900-E(c)(8) provides that the term ``Reporting
Authority'' in respect of a particular series of Managed Portfolio
Shares means the Exchange, an institution, or a reporting service
designated by the Exchange or by the exchange that lists a
particular series of Managed Portfolio Shares (if the Exchange is
trading such series pursuant to unlisted trading privileges), as the
official source for calculating and reporting information relating
to such series, including, but not limited to, the NAV, the VIIV, or
other information relating to the issuance, redemption, or trading
of Managed Portfolio Shares. A series of Managed Portfolio Shares
may have more than one Reporting Authority, each having different
functions.
---------------------------------------------------------------------------

Dissemination of the VIIV
    With respect to trading of the Shares, the ability of market
participants to buy and sell Shares at prices near the VIIV is
dependent upon their assessment that the VIIV is a reliable, indicative
real-time value for the Fund's underlying holdings. Market participants
are expected to accept the VIIV as a reliable, indicative real-time
value because (1) the VIIV will be calculated and disseminated based on
the Fund's actual portfolio holdings, (2) the securities in which the
Fund plans to invest are generally highly liquid and actively traded
and trade at the same time as the Fund and therefore generally have
accurate real time pricing available, and (3) market participants will
have a daily opportunity to evaluate whether the VIIV at or near the
close of trading is indeed predictive of the actual NAV.
    The VIIV will be widely disseminated by the Reporting Authority
and/or by one or more major market data vendors in one second intervals
during the Core Trading Session and will be disseminated to all market
participants at the same time. The VIIV is based on the current market
value of the securities in the Fund's portfolio that day. The
methodology for calculating the Fund's VIIV will be available on the
Fund's website. The VIIV is intended to provide investors and other
market participants with a highly correlated per Share value of the
underlying portfolio that can be compared to the current market price.
Therefore, under normal circumstances the VIIV would be effectively a
near real time approximation of the Fund's NAV, which will be computed
only once a day, and is available free of charge from one or more
market data vendors.
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.\20\ Trading in Shares of the Fund
will be halted if the circuit breaker parameters in 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 Rule
8.900-E(d)(2)(C), which sets forth circumstances under which Shares of
the Fund will be halted.
---------------------------------------------------------------------------

    \20\ See Rule 7.12-E.
---------------------------------------------------------------------------

    Specifically, Rule 8.900-E(d)(2)(C)(i) provides that the Exchange
may consider all relevant factors in exercising its discretion to halt
trading in a series of Managed 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 Managed 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 portfolio; or (b) whether other unusual conditions or circumstances
detrimental

to the maintenance of a fair and orderly market are present.\21\
---------------------------------------------------------------------------

    \21\ The Exemptive Application provides that the Investment
Company or their agent will request that the Exchange halt trading
in the applicable series of Managed Portfolio Shares where: (i) the
intraday indicative values calculated by the calculation engines
differ by more than 25 basis points for 60 seconds in connection
with pricing of the VIIV; or (ii) holdings representing 10% or more
of a series of Managed Portfolio Shares' portfolio have become
subject to a trading halt or otherwise do not have readily available
market quotations. Any such requests will be one of many factors
considered in order to determine whether to halt trading in a series
of Managed Portfolio Shares and the Exchange retains sole discretion
in determining whether trading should be halted. As provided in the
Exemptive Application, each series of Managed Portfolio Shares would
employ a pricing verification agent to continuously compare two
intraday indicative values during regular trading hours in order to
ensure the accuracy of the VIIV.
---------------------------------------------------------------------------

    Rule 8.900-E(d)(2)(C)(ii) provides that, if the Exchange becomes
aware that: (i) the VIIV of a series of Managed Portfolio Shares is not
being calculated or disseminated in one second intervals, as required;
(ii) the NAV with respect to a series of Managed Portfolio Shares is
not disseminated to all market participants at the same time; (iii) the
holdings of a series of Managed Portfolio Shares are not made available
on at least a quarterly basis as required under the 1940 Act; or (iv)
such holdings are not made available to all market participants at the
same time (except as otherwise permitted under the currently applicable
exemptive order or no-action relief granted by the Commission or
Commission staff to the Investment Company with respect to the series
of Managed Portfolio Shares), it will halt trading in such series until
such time as the VIIV, the NAV, or the holdings are available, as
required.
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 Exchange in all trading sessions in accordance with Rule 7.34-E(a).
As provided in 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. A
minimum of 50,000 Shares of the Fund will be outstanding at the
commencement of trading on the Exchange.
    The Shares will conform to the initial and continued listing
criteria under Rule 8.900-E, as well as all terms in the Exemptive
Order. The Exchange will obtain a representation from the issuer of the
Shares of the Fund that the NAV per Share of the Fund will be
calculated daily and will be made available to all market participants
at the same time.
Surveillance
    The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of Shares on the Exchange during all
trading sessions and to deter and detect violations of Exchange rules
and the applicable federal securities laws. Trading of Shares through
the Exchange will be subject to the Exchange's surveillance procedures
for derivative products. As part of these surveillance procedures and
consistent with Rule 8.900-E(b)(3) and 8.900-E(d)(2)(B), the Adviser
will upon request make available to the Exchange and/or the Financial
Industry Regulatory Authority (``FINRA''), on behalf of the Exchange,
the daily portfolio holdings of the Fund. The issuer of the Shares of
the Fund will be required to represent to the Exchange 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 surveil 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 Exchange Rule 5.5-E(m).
    FINRA, on behalf of the Exchange, or the regulatory staff of the
Exchange, or both, will communicate as needed regarding trading in the
Shares and certain exchange-traded instruments with other markets and
other entities that are members of the Intermarket Surveillance Group
(``ISG''), and FINRA, on behalf of the Exchange, or the regulatory
staff of the Exchange, or both, may obtain trading information
regarding trading such securities from such markets and other entities.
In addition, the Exchange may obtain information regarding trading in
the Shares and certain 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.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\22\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\23\ 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.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78f(b).
    \23\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that this proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the Fund
would meet each of the rules relating to listing and trading of Managed
Portfolio Shares. To the extent that the Fund is not in compliance with
such rules, the Exchange would either prevent the Fund from listing and
trading on the Exchange or commence delisting procedures under Rule
8.900-E(d)(2)(B). Specifically, the Exchange would consider the
suspension of trading, and commence delisting proceedings under Rule
8.900-E(d)(2)(B), of the Fund under any of the following circumstances:
(a) if, following the initial twelve-month period after commencement of
trading on the Exchange, there are fewer than 50 beneficial holders of
the Fund; (b) if the Exchange has halted trading in the Fund because
the VIIV is interrupted pursuant to Rule 8.900-E(d)(2)(C)(ii) and such
interruption persists past the trading day in which it occurred or is
no longer available; (c) if the Exchange has halted trading in the Fund
because the net asset value with respect to such Fund is not
disseminated to all market participants at the same time, the holdings
of such Fund are not made available on at least a quarterly basis as
required under the 1940 Act, or such holdings are not made available to
all market participants at the same time pursuant to Rule 8.900-
E(d)(2)(C)(ii) and such issue persists past the trading day in which it
occurred; (d) if the Exchange has halted trading in Shares of the Fund
pursuant to Rule 8.900-E(d)(2)(C)(i) and such issue persists past the
trading day in which it occurred; (e) if the Fund has failed to file
any filings required by the Commission or if the Exchange is aware that
the Fund is not in compliance with the conditions of any currently
applicable exemptive order or no-action relief granted by the
Commission or Commission staff with respect to the Fund; (f) if any of
the continued listing requirements set forth in Rule 8.900-E are not
continuously maintained; (g) if any of the statements

of representations regarding (a) the description of the portfolio, (b)
limitations on portfolio holdings, or (c) the applicability of Exchange
listing rules as specified herein to permit the listing and trading of
the Fund, are not continuously maintained; or (h) if such other event
shall occur or condition exists which, in the opinion of the Exchange,
makes further dealings on the Exchange inadvisable.
    As discussed above, the Adviser is not registered as a broker-
dealer but is affiliated with a broker-dealer and has implemented and
will maintain a ``fire wall'' with respect to such affiliate broker-
dealer regarding access to information concerning the composition and/
or changes to the Fund's portfolio and Creation Basket. In the event
that (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, the Adviser will implement and maintain a fire wall with
respect to personnel of the broker-dealer or broker-dealer affiliate
regarding access to information concerning the composition and/or
changes to the portfolio and/or Creation Basket. Any person related to
the Adviser or the Trust who makes decisions pertaining to the Fund's
portfolio composition or that has access to information regarding the
Fund's portfolio or changes thereto or the Creation Basket will be
subject to procedures designed to prevent the use and dissemination of
material non-public information regarding such portfolio or changes
thereto and the Creation Basket.
    In addition, Rule 8.900-E(b)(5) requires that any person or entity,
including an AP Representative, custodian, Reporting Authority,
distributor, or administrator, who has access to non-public information
regarding the Investment Company's portfolio composition or changes
thereto or the Creation Basket, must be subject to procedures designed
to prevent the use and dissemination of material non-public information
regarding the applicable Investment Company portfolio or changes
thereto or the Creation Basket. 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 portfolio or Creation Basket. Any person or entity
who has access to information regarding the Fund's portfolio
composition or changes thereto or the Creation Basket will be subject
to procedures designed to prevent the use and dissemination of material
nonpublic information regarding the portfolio or changes thereto or the
Creation Basket.
    The Exchange further believes that Rule 8.900-E is designed to
prevent fraudulent and manipulative acts and practices related to the
listing and trading of Shares of the Fund because it provides
meaningful requirements about both the data that will be made publicly
available about the Shares, as well as the information that will only
be available to certain parties and the controls on such information.
Specifically, the Exchange believes that the requirements related to
information protection set forth in Rule 8.900-E(b)(5) will act as a
safeguard against misuse and improper dissemination of information
related to the Fund's portfolio composition, the Creation Basket, or
changes thereto. The requirement that any person or entity implement
procedures to prevent the use and dissemination of material non-public
information regarding the portfolio or Creation Basket will act to
prevent any individual or entity from sharing such information
externally and the internal ``fire wall'' requirements applicable where
an entity is a registered broker-dealer or affiliated with a broker-
dealer will act to make sure that no entity will be able to misuse the
data for their own purposes. Accordingly, the Exchange believes that
this proposal is designed to prevent fraudulent and manipulative acts
and practices.
    The Exchange further believes that the proposal is designed to
prevent fraudulent and manipulative acts and practices related to the
listing and trading of Shares of the Fund and to promote just and
equitable principles of trade and to protect investors and the public
interest because the Exchange would halt trading under certain
circumstances under which trading in the Shares of the Fund may be
inadvisable. Specifically, trading in the Shares will be subject to
Rule 8.900-E(d)(2)(C)(i), which provides that the Exchange may consider
all relevant factors in exercising its discretion to halt trading in
the Fund. Trading may be halted because of market conditions or for
reasons that, in the view of the Exchange, make trading in the series
of Managed 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 portfolio; or (b) whether other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present.\24\ Additionally, trading in the
Shares will be subject to Rule 8.900-E(d)(2)(C)(ii), which provides
that the Exchange would halt trading where the Exchange becomes aware
that: (a) the VIIV of a series of Managed Portfolio Shares is not being
calculated or disseminated in one second intervals, as required; (b)
the NAV with respect to a series of Managed Portfolio Shares is not
disseminated to all market participants at the same time; (c) the
holdings of a series of Managed Portfolio Shares are not made available
on at least a quarterly basis as required under the 1940 Act; or (d)
such holdings are not made available to all market participants at the
same time (except as otherwise permitted under the currently applicable
exemptive order or no-action relief granted by the Commission or
Commission staff to the Investment Company with respect to the series
of Managed Portfolio Shares). The Exchange would halt trading in such
Shares until such time as the VIIV, the NAV, or the holdings are
available, as required.
---------------------------------------------------------------------------

    \24\ See note 21, supra.
---------------------------------------------------------------------------

    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 Rule 8.900-E.\25\ The Fund's
holdings will conform to the permissible investments as set forth in
the Exemptive Application and Exemptive Order.\26\ As noted above,
FINRA, on behalf of the Exchange, or the regulatory staff of the
Exchange, or both, will communicate as needed regarding trading in the
Shares and the underlying exchange-traded instruments with other
markets and other entities that are members of the ISG, and FINRA, on
behalf of the Exchange, or the regulatory staff of the Exchange, or
both, may obtain trading information regarding trading such instruments
from such markets and other entities. In addition, the Exchange may
obtain information regarding trading in the Shares and the 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\ The Exchange represents that, for initial and continued
listing, the Fund will be in compliance with Rule 10A-3 under the
Act. See 17 CFR 240.10A-3.
    \26\ See note 10, supra.
---------------------------------------------------------------------------

    With respect to trading of Shares of the Fund, the ability of
market participants to buy and sell Shares at prices near the VIIV is
dependent upon their assessment that the VIIV is a reliable, indicative
real-time value for the Fund's underlying holdings. Market participants
are expected to accept the VIIV as a reliable, indicative real-time
value because (1) the VIIV will be calculated and disseminated based on
the Fund's actual portfolio holdings, (2) the securities in which the
Fund plans to invest are generally highly liquid and actively traded
and trade at the same time as the Fund and therefore generally have
accurate real time pricing available, and (3) market participants will
have a daily opportunity to evaluate whether the VIIV at or near the
close of trading is indeed predictive of the actual NAV.
    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 that the NAV per Share
of the Fund will be calculated daily and that the NAV will be made
available to all market participants at the same time. Investors can
also obtain the Fund's SAI, its shareholder reports, its Form N-CSR
(filed twice a year), and its Form N-CEN (filed annually). The Fund's
SAI and shareholder reports will be available free upon request from
the Fund, 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. In addition, 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 will be available via the CTA high-speed line. Information
regarding the VIIV will be widely disseminated in one second intervals
throughout the Core Trading Session by the Reporting Authority and/or
one or more major market data vendors. The website for the Fund will
include a prospectus for the Fund that may be downloaded, and
additional data relating to NAV and other applicable quantitative
information, updated on a daily basis. Moreover, prior to the
commencement of trading, the Exchange will inform its members in an
Information Bulletin of the special characteristics and risks
associated with trading the Shares.
    In addition, as noted above, investors will have ready access to
the VIIV, and quotation and last sale information for the Shares. The
Shares will conform to the initial and continued listing criteria under
Rule 8.900-E. 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 any securities benchmark index.
    The Exchange also believes that 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 actively-managed exchange-traded
products that will enhance competition among market participants, to
the benefit of investors and the marketplace. 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 the
VIIV and quotation and last sale information for the Shares.
    For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.

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 the listing and trading of an
additional actively-managed exchange-traded product, thereby promoting
competition among exchange-traded products to the benefit of investors
and the marketplace.

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 \27\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\28\
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \28\ 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) \29\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\30\ 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 to allow the
Exchange to implement the proposal as soon as possible. The Exchange
notes that the Commission has previously issued a notice of filing for
immediate effectiveness of a proposed rule change relating to proposed
listing on the Exchange of other funds similar to other issues of
Managed Portfolio Shares.\31\ 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.\32\
---------------------------------------------------------------------------

    \29\ 17 CFR 240.19b-4(f)(6).
    \30\ 17 CFR 240.19b-4(f)(6)(iii).
    \31\ See, note 5, supra.
    \32\ 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-2023-16 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-2023-16. 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-2023-16 and
should be submitted on or before March 29, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
---------------------------------------------------------------------------

    \33\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-04689 Filed 3-7-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: June 16, 2006 (Volume 71, Number 116)]
[Notices]
[Page 34923-34924]
[DOCID:fr16jn06-93]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Notice of Application for Transfer of License, and Soliciting
Comments, Motions To Intervene, and Protests

June 8, 2006.
    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection:
    a. Application Type: Transfer of License.
    b. Project No.: 2512-059.
    c. Date Filed: May 19, 2006.
    d. Applicants: Elkem Metals Company-Alloy, LP (transferor); and
Alloy Power, LLC (transferee).
    e. Name and Location of Project: The Hawks Nest--Glen Ferris
Project is located on the New and Kanawha Rivers in Fayette County,
West Virginia.
    f. Filed Pursuant to: Federal Power Act, 16 U.S.C. 791a-825r.
    g. Applicant Contacts: For the transferor: Robert C. Fallon,
Dickstein Shapiro Morin & Oshinsky LLP, 2101 L Street NW., Washington,
DC 20037,<PHONE_NUMBER>.
    For the transferee: James F. Bowe Jr., Dewey Ballantine LLP, 1775
Pennsylvania Avenue NW., Washington, DC 20006,<PHONE_NUMBER>.
    h. FERC Contact: Robert Bell at<PHONE_NUMBER>.
     i. Deadline for filing comments, protests, and motions to
intervene: June 23, 2006.
    All documents (original and eight copies) should be filed with:
Magalie R. Salas, Secretary, Federal Energy Regulatory Commission, 888
First Street, NE., Washington, DC 20426. Comments, protests, and
interventions may be filed electronically via the Internet in lieu of
paper. See 18 CFR 385.2001(a)(1)(iii) and the instructions on the
Commission's Web site under the ``e-Filing'' link. The Commission
strongly encourages electronic filings. Please include the Project
Number on any comments or motions filed.
    The Commission's Rules of Practice and Procedure require all
intervenors filing a document with the Commission to serve a copy of
that document on each person in the official service list for the
project. Further, if an intervenor files comments or documents with the
Commission relating to the merits of an issue that may affect the
responsibilities of a particular resource agency, they must also serve
a copy of the documents on that resource agency.
    j. Description of Application: Applicants seek Commission approval
to transfer the license for the Hawks Nest--Glen Ferris Project from
Elkem Metals Company-Alloy, LP to Alloy Power, LLC (Alloy).
    k. This filing is available for review at the Commission in the
Public Reference Room or may be viewed on the Commission's Web site at
http://www.ferc.gov using the ``eLibrary'' link. Enter the docket

number (P-2512) in the docket number field to access the document. For
assistance, call toll-free 1-866-208-3676 or e-mail
<EMAIL_ADDRESS>For TTY, call<PHONE_NUMBER>. A copy is

also available for inspection and reproduction at the addresses in item
g. above.
    l. Individuals desiring to be included on the Commission's mailing
list should so indicate by writing to the Secretary of the Commission.
    m. Comments, Protests, or Motions to Intervene: Anyone may submit
comments, a protest, or a motion to intervene in accordance with the
requirements of Rules of Practice and Procedure, 18 CFR 385.210, .211,
.214. In determining the appropriate action to take, the Commission
will consider all protests or other comments filed, but only those who
file a motion to intervene in accordance with the Commission's Rules
may become a party to the proceeding. Any comments, protests, or
motions to intervene must be received on or before the specified
comment date for the particular application.
    n. Filing and Service of Responsive Documents: Any filings must
bear in all capital letters the title ``COMMENTS'', ``PROTEST'', OR
``MOTION TO INTERVENE'', as applicable, and the Project Number of the
particular application to which the filing refers. Any of the above-
named documents must be filed by providing the original and eight
copies to: The Secretary, Federal Energy Regulatory Commission, 888
First Street, NE., Washington, DC 20426. A copy of any motion to
intervene must also be served upon each representative of the
Applicants specified in the particular application.
    o. Agency Comments: Federal, state, and local agencies are invited
to file comments on the described application. A copy of the
application may be obtained by agencies directly from the Applicants.
If an agency does not file

comments within the time specified for filing comments, it will be
presumed to have no comments. One copy of an agency's comments must
also be sent to the Applicants' representatives.

Magalie R. Salas,
Secretary.
[FR Doc. E6-9380 Filed 6-15-06; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 81, Number 192 (Tuesday, October 4, 2016)]
[Notices]
[Pages 68424-68426]
[FR Doc No: 2016-23930]

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

DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2016-N-2976]

Agency Information Collection Activities; Proposed Collection;
Comment Request; Information From United States Firms and Processors
That Export to the European Union

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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

SUMMARY: The Food and Drug Administration (FDA or we) is announcing an
opportunity for public comment on the proposed collection of certain
information by the Agency. Under the Paperwork Reduction Act of 1995
(the PRA), Federal Agencies are required to publish notice in the
Federal Register concerning each proposed collection of information,
including each proposed extension of an existing collection of
information, and to allow 60 days for public comment in response to the
notice. This notice solicits comments on reporting requirements in
implementing the lists of United States (U.S.) firms/processors
exporting shell eggs, game meat and game meat products, gelatin, and
collagen to the European Union (the EU).

DATES: Submit either electronic or written comments on the collection
of information by December 5, 2016.

ADDRESSES: You may submit comments as follows:

Electronic Submissions

    Submit electronic comments in the following way:
     Federal eRulemaking Portal: http://www.regulations.gov.
Follow the instructions for submitting comments. Comments submitted
electronically, including attachments, to http://www.regulations.gov
will be posted to the docket unchanged. Because your comment will be
made public, you are solely responsible for ensuring that your comment
does not include any confidential information that you or a third party
may not wish to be posted, such as medical information, your or anyone
else's Social Security number, or confidential business information,
such as a manufacturing process. Please note that if you include your
name, contact information, or other information that identifies you in
the body of your comments, that information will be posted on http://www.regulations.gov.
     If you want to submit a comment with confidential
information that you do not wish to be made available to the public,
submit the comment as a written/paper submission and in the manner
detailed (see ``Written/Paper Submissions'' and ``Instructions'').

Written/Paper Submissions

    Submit written/paper submissions as follows:
     Mail/Hand delivery/Courier (for written/paper
submissions): Division of Dockets Management (HFA-305), Food and Drug
Administration, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852.
     For written/paper comments submitted to the Division of
Dockets Management, FDA will post your comment, as well as any
attachments, except for information submitted, marked and identified,
as confidential, if submitted as detailed in ``Instructions.''
    Instructions: All submissions received must include the Docket No.
FDA-2016-N-2976 for ``Agency Information Collection Activities;
Proposed Collection; Comment Request; Information From United States
Firms and Processors That Export to the European Union.'' Received
comments will be placed in the docket and, except for those submitted
as ``Confidential Submissions,'' publicly viewable at http://www.regulations.gov or at the Division of Dockets Management between 9
a.m. and 4 p.m., Monday through Friday.
     Confidential Submissions--To submit a comment with
confidential information that you do not wish to be made publicly
available, submit your comments only as a written/paper submission. You
should submit two copies total. One copy will include the information
you claim to be confidential with a heading or cover note that states
``THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.'' The Agency will
review this copy, including the claimed confidential information, in
its consideration of comments. The second copy, which will have the
claimed confidential information redacted/blacked out, will be
available for public viewing and posted on http://www.regulations.gov.
Submit both copies to the Division of Dockets Management. If you do not
wish your name and contact information to be made publicly available,
you can provide this information on the cover sheet and not in the body
of your comments and you must identify this information as
``confidential.'' Any information marked as ``confidential'' will not
be disclosed except in accordance with 21 CFR 10.20 and other
applicable disclosure law. For more information about FDA's posting of
comments to public dockets, see 80 FR 56469, September 18, 2015, or
access the information at: http://www.fda.gov/regulatoryinformation/dockets/default.htm.
    Docket: For access to the docket to read background documents or
the electronic and written/paper comments received, go to http://www.regulations.gov and insert the docket number, found in brackets in
the heading of this document, into the ``Search'' box and follow the
prompts and/or go to the Division of Dockets Management, 5630 Fishers
Lane, Rm. 1061, Rockville, MD 20852.

FOR FURTHER INFORMATION CONTACT: FDA PRA Staff, Office of Operations,
Food and Drug Administration, Three White Flint North, 10A63, 11601
Landsdown

St., North Bethesda, MD 20852<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Under the PRA (44 U.S.C. 3501-3520), Federal
Agencies must obtain approval from the Office of Management and Budget
(OMB) for each collection of information they conduct or sponsor.
``Collection of information'' is defined in 44 U.S.C. 3502(3) and 5 CFR
1320.3(c) and includes Agency requests or requirements that members of
the public submit reports, keep records, or provide information to a
third party. Section 3506(c)(2)(A) of the PRA (44 U.S.C. 3506(c)(2)(A))
requires Federal Agencies to provide a 60-day notice in the Federal
Register concerning each proposed collection of information, including
each proposed extension of an existing collection of information,
before submitting the collection to OMB for approval. To comply with
this requirement, FDA is publishing notice of the proposed collection
of information set forth in this document.
    With respect to the following collection of information, FDA
invites comments on these topics: (1) Whether the proposed collection
of information is necessary for the proper performance of FDA's
functions, including whether the information will have practical
utility; (2) the accuracy of FDA's estimate of the burden of the
proposed collection of information, including the validity of the
methodology and assumptions used; (3) ways to enhance the quality,
utility, and clarity of the information to be collected; and (4) ways
to minimize the burden of the collection of information on respondents,
including through the use of automated collection techniques, when
appropriate, and other forms of information technology.

Information From U.S. Firms and Processors That Export to the EU (OMB
Control Number 0910-0320)--Extension

    The EU is a group of 28 European countries that have agreed to
harmonize their commodity requirements to facilitate commerce among
member States. For certain food products, including those listed in
this document, EU legislation requires assurances from the responsible
authority of the country of origin that the processor of the food is in
compliance with applicable regulatory requirements. Regulation (EC) No
854/2004 of the European Parliament and of the European Council states
that products of animal origin may only be imported from establishments
that appear on a list of establishments for which the competent
authority of the exporting country has guaranteed compliance with
applicable regulatory requirements and that shipments of these products
must be accompanied by documents that certify the products' compliance
with applicable regulatory standards. Section 801(e) of the Federal
Food, Drug, and Cosmetic Act (21 U.S.C. 381(e)) authorizes FDA to
provide the certification described in this document. As stated in the
notice published in the Federal Register of April 4, 1996 (61 FR
15077), we established a list of U.S. firms and processors eligible to
export shell eggs, dairy products, and game meat and game meat products
to the EU. In response to changing EU requirements, we revised this
information collection and lists of eligible exporters in order to
facilitate U.S. exports of gelatin and collagen to the EU. In 2001, we
revised this collection to include firms and processors intending to
export gelatin products to the EU (66 FR 12802, February 28, 2001) and
in 2010, we revised the collection again to include firms and
processors intending to export collagen products to the EU (75 FR
51077, August 18, 2010).
    We request the following information from each firm or processor
seeking to be included on the lists of eligible exporters for shell
eggs, and game meat and game meat products (dairy products will be
covered under OMB control number 0910-0509):
     Business name and address;
     Name and telephone number of person designated as business
contact;
     Lists of products presently being shipped to the EU and
those intended to be shipped in the next 6 months;
     Name and address of manufacturing plants for each product;
and
     Names and affiliations of any Federal, State, or local
governmental Agencies that inspect the plant, government-assigned plant
identifier such as plant number, and last date of inspection.
    We request the following information from each firm or processor
seeking to be included on the list of eligible exporters for gelatin
and collagen products:
     Food Facility Registration Number and Pin Number (if
applicable);
     Business name and address;
     Name, telephone number, facsimile number, and email
address of main business contact person;
     List of products presently shipped to the EU and those
intended to be shipped within the next 2 years;
     Name and address of the manufacturing and processing plant
for each product (manufacturer type for primary producer);
     Names and affiliations of any Federal, State, and local
governmental Agencies that inspect the plant, government assigned plant
identifier, such as plant number and last date of inspection; and
     A copy of the most recent (within 1 year of the date of
application) inspection report issued by a State, local or Federal
public health regulatory Agency and a copy of a recent laboratory
analysis as required by the EU of the finished product including: Total
aerobic bacteria, coliforms (30 degrees C), coliforms (44.5 degrees C),
anaerobic sulphite-reducing bacteria (no gas production), Clostridium
perfringens, Staphylococcus aureus, Salmonella, arsenic, lead, cadmium,
mercury, chromium, copper, zinc, moisture (105 degrees C), ash (550
degrees C), sulfur dioxide, and hydrogen peroxide.
    We use the information to maintain lists of firms and processors
that have demonstrated current compliance with U.S. requirements. We
make the lists available on our Web site. We include on the lists only
firms and processors that are not the subject of an unresolved
regulatory enforcement action or unresolved warning letter. If a listed
firm or processor subsequently becomes the subject of a regulatory
enforcement action or an unresolved warning letter, we will view such a
circumstance as evidence that the firm or processor is no longer in
compliance with applicable U.S. laws and regulations. Should this
occur, we will take steps to remove that firm or processor from the
list and send a revised list to the EU authorities, usually within 48
to 72 hours after the relevant regulatory enforcement action. If a firm
or processor has been delisted as a result of a regulatory enforcement
action or unresolved warning letter, the firm or processor will have to
reapply for inclusion on the list once the regulatory action has been
resolved.
    We update the lists of firms and processors eligible to export
products of animal origin to the EU quarterly. Firms and processors
placed on lists of eligible exporters are subject to audit by FDA and
EU officials. Complete requests for inclusion must be submitted to us
every 12 months to remain on these lists. Inclusion on the lists is
voluntary. However, products of animal origin from firms or processors
not on lists of eligible exporters for these products are not eligible
for export certificates for these products, and these products may be
detained at EU ports of entry.
    Description of Respondents: The respondents to this collection of
information include U.S. producers of

shell eggs, game meat and game meat products, gelatin, and collagen.
    FDA estimates the burden of this collection of information as
follows:

                                 Table 1--Estimated Annual Reporting Burden \1\
----------------------------------------------------------------------------------------------------------------
                                                   Number of
           Products                Number of     responses per   Total annual    Average burden     Total hours
                                  respondents     respondent       responses      per response
----------------------------------------------------------------------------------------------------------------
Shell Eggs....................              10               1              10  0.25 (15                       3
                                                                                minutes).
Game Meat and Game Meat                      5               1               5  0.25 (15                       1
 Products.                                                                       minutes).
Gelatin.......................               7               1               7  0.25 (15                       2
                                                                                minutes).
Collagen......................              18               1              18  0.25 (15                       5
                                                                                minutes).
                               ---------------------------------------------------------------------------------
    Total.....................  ..............  ..............  ..............  ................              11
----------------------------------------------------------------------------------------------------------------
\1\ There are no capital costs or operating and maintenance costs associated with this collection of
  information.

    We base our estimates of the number of respondents and total annual
responses on the submissions that we have received in the past 3 years
for each product type. To calculate the estimate for the hours per
response values, we assumed that the information requested is readily
available to the submitter. We expect that the submitter will need to
gather information from appropriate persons in the submitter's company
and to prepare this information for submission. We believe that this
effort should take no longer than 15 minutes (0.25 hour) per response.
We estimate that we will receive 1 submission from 10 shell egg
producers annually, for a total of 10 annual responses. Each submission
is estimated to take 0.25 hour per response for a total of 2.5 hours,
rounded to 3 hours. This collection has previously covered information
collected to maintain lists of eligible exporters of dairy products;
dairy products will be covered under OMB control number 0910-0509, so
the estimated burden has been removed from this collection. We estimate
that we will receive one submission from five game meat and game meat
product producers annually, for a total of five annual responses. Each
submission is estimated to take 0.25 hour per response for a total of
1.25 hours, rounded to 1 hour. We estimate that we will receive one
submission from seven gelatin producers annually, for a total of seven
annual responses. Each submission is estimated to take 0.25 hour per
response for a total of 1.75 hours, rounded to 2 hours. We estimate
that we will receive one submission from 18 collagen producers
annually, for a total of 18 annual responses. Each submission is
estimated to take 0.25 hour per response for a total of 4.5 hours,
rounded to 5 hours. The estimated burden for collagen producers
includes animal casings, which have been listed separately in previous
notices. Therefore, the proposed annual burden for this information
collection is 11 hours.

    Dated: September 28, 2016.
Leslie Kux,
Associate Commissioner for Policy.
[FR Doc. 2016-23930 Filed 10-3-16; 8:45 am]
 BILLING CODE 4164-01-P