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Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.21
J. Matthew DeLesDernier, Assistant Secretary.
FR Doc. 202112031 Filed 6821; 8:45 am BILLING CODE 801101P

A. Self-Regulatory Organizations Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change
SECURITIES AND EXCHANGE
COMMISSION
Release No. 3492104; File No. SR
NYSEArca202146

1. Purpose
Self-Regulatory Organizations; NYSE
Arca, Inc.; 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 8.601E Active Proxy Portfolio Shares June 3, 2021.

Pursuant to Section 19b1 1 of the Securities Exchange Act of 1934
Act 2 and Rule 19b4 thereunder,3
notice is hereby given that, on May 26, 2021, NYSE Arca, Inc. NYSE Arca or the 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 Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
I. Self-Regulatory Organizations Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to to sic list and trade shares of the following under NYSE Arca Rule 8.601E: Nuveen Santa Barbara Dividend Growth ETF, Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG ETF.
The proposed rule change is available on the Exchanges website at www.nyse.com, at the principal office of the Exchange, and at the Commissions Public Reference Room.

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II. Self-Regulatory Organizations 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 21 17

CFR 200.303a12.
U.S.C. 78sb1.
2 15 U.S.C. 78a.
3 17 CFR 240.19b4.
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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.

The Exchange has adopted NYSE
Arca Rule 8.601E 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 8.601E
requires the Exchange to file separate proposals under Section 19b 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 Santa Barbara Dividend Growth ETF, Nuveen Small Cap Select ETF, and Nuveen Winslow Large-Cap Growth ESG ETF each a Fund and, collectively, the Funds under Rule 8.601E.
4 See Securities Exchange Act Release No. 89185
June 29, 2020, 85 FR 40328 July 6, 2020 SR
NYSEArca201995. Rule 8.601Ec1 provides that the 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 Companys investment adviser consistent with the Investment Companys 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 holders 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 8.601Ec2 provides that the 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 Companys calculation of NAV at the end of the business day. Rule 8.601Ec3
provides that the term Proxy Portfolio means a specified portfolio of securities, other financial instruments and/or cash designed to track closely the daily performance of the Actual Portfolio of a series of Active Proxy Portfolio Shares as provided in the exemptive relief pursuant to the Investment Company Act of 1940 applicable to such series.

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Key Features of Active Proxy Portfolio Shares While funds issuing Active Proxy Portfolio Shares will be activelymanaged 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 8.600E 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 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 8.600E. See, e.g., Securities Exchange Act Release Nos. 57801 May 8, 2008, 73 FR 27878
May 14, 2008 SRNYSEArca200831 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 SRNYSEArca200955 order approving listing of Dent Tactical ETF; 63076 October 12, 2010, 75 FR 63874 October 18, 2010 SR
NYSEArca201079 order approving Exchange listing and trading of Cambria Global Tactical ETF;
63802 January 31, 2011, 76 FR 6503 February 4, 2011 SRNYSEArca2010118 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 SRNYSEArca2015110
amending NYSE Arca Equities Rule 8.600 to adopt generic listing standards for Managed Fund Shares.
6 NYSE Arca Rule 8.600Ec2 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 Companys calculation of net asset value at the end of the business day. NYSE Arca Rule 8.600Ed2Bi 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 NCSR under the 1940 Act. Information reported on Form NPORT for the third month of a funds fiscal quarter will be made publicly available 60 days after the end of a funds fiscal quarter. Form NPORT requires reporting of a funds 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 NCSR, filed twice a year, and its Form NCEN, filed annually. A series of Active Proxy Portfolio Shares SAI and Shareholder Reports will
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