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Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices
lotter on DSK11XQN23PROD with NOTICES1

the portfolio of an issue of Active Proxy Portfolio Shares would not be available at commencement of Exchange listing and trading. Second, in connection with the creation and redemption of Active Proxy Portfolio Shares, such creation or redemption may be exchanged for a Proxy Portfolio and/or cash with a value equal to the next-determined NAV. A
series of Active Proxy Portfolio Shares will disclose the Proxy Portfolio on a daily basis, which, as described above, is designed to track closely the daily performance of the Actual Portfolio of a series of Active Proxy Portfolio Shares, instead of the actual holdings of the Investment Company, as provided by a series of Managed Fund Shares.
The Commission has previously approved listing and trading on the Exchange of series of Active Proxy Portfolio Shares under NYSE Arca Rule 8.601E.8
The Shares of the Funds will be issued by the Nushares ETF Trust the be available free upon request from the Investment Company, and those documents and the Form NPORT, Form NCSR, and Form NCEN may be viewed on-screen or downloaded from the Commissions website at www.sec.gov.
8 See Securities Exchange Act Release Nos. 89185
June 29, 2020, 85 FR 40328 July 6, 2020 SR
NYSEArca201995 Notice of Filing of Amendment No. 6 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 6, to Adopt NYSE Arca Rule 8.601E to Permit the Listing and Trading of Active Proxy Portfolio Shares and To List and Trade Shares of the Natixis U.S. Equity Opportunities ETF
Under Proposed NYSE Arca Rule 8.601E Natixis Order; 89192 June 30, 2020, 85 FR 40699 July 7, 2020 SRNYSEArca201996 Notice of Filing of Amendment No. 5 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 5, to List and Trade Two Series of Active Proxy Portfolio Shares Issued by the American Century ETF Trust under NYSE
Arca Rule 8.601E; 89191 June 30, 2020, 85 FR
40358 July 6, 2020 SRNYSEArca201992
Notice of Filing of Amendment No. 3 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 3, to List and Trade Four Series of Active Proxy Portfolio Shares Issued by T. Rowe Price Exchange-Traded Funds, Inc. under NYSE Arca Rule 8.601E; 89438
July 31, 2020, 85 FR 47821 August 6, 2020 SR
NYSEArca202051 Order Granting Approval of a Proposed Rule Change, as Modified by Amendment No. 2, to List and Trade Shares of Natixis Vaughan Nelson Select ETF and Natixis Vaughan Nelson MidCap ETF under NYSE Arca Rule 8.601E. See also Securities Exchange Act Release Nos. 88887
May 15, 2020, 85 FR 30990 May 21, 2020 SRCboeBZX2019107 Notice of Filing of Amendment No. 5 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 5, to Adopt Rule 14.11m, Tracking Fund Shares, and to List and Trade Shares of the Fidelity Blue Chip Value ETF, Fidelity Blue Chip Growth ETF, and Fidelity New Millennium ETF; 90530 November 30, 2020, 85 FR 78366
December 4, 2020 SR-CboeBZX2020085
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to List and Trade Shares of the Fidelity Growth Opportunities ETF, Fidelity Magellan ETF, Fidelity Real Estate Investment ETF, and Fidelity Small-Mid Cap Opportunities ETF Under Rule 14.11m Tracking Fund Shares.

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Trust, which is organized as a business trust under the laws of the Commonwealth of Massachusetts and registered with the Commission as an open-end management investment company.9 Nuveen Fund Advisors, LLC
will be the investment adviser to the Funds the Adviser. Santa Barbara Asset Management, LLC, Nuveen Asset Management, LLC, and Winslow Capital Management, LLC will be the subadvisers each a Sub-Adviser and, collectively, the Sub-Advisers for the Funds. Brown Brothers Harriman will serve as the Funds custodian and transfer agent. Nuveen Securities, LLC
will act as the distributor the Distributor for the Funds.
Commentary .04 to NYSE Arca Rule 8.601E provides that, if the investment adviser to the Investment Company issuing Active Proxy Portfolio Shares is registered as a broker-dealer or is affiliated with a broker-dealer, such investment adviser will erect and maintain a fire wall between the investment adviser and personnel of the broker-dealer or broker-dealer affiliate, as applicable, with respect to access to information concerning the composition and/or changes to such Investment Companys Actual Portfolio and/or Proxy Portfolio. Any person related to the investment adviser or Investment Company who makes decisions pertaining to the Investment Companys Actual Portfolio and/or Proxy Portfolio or has access to non-public information regarding the Investment Companys Actual Portfolio and/or Proxy Portfolio or changes thereto must be subject to procedures reasonably designed to prevent the use and dissemination of material non-public information regarding the Actual Portfolio and/or Proxy Portfolio or changes thereto.
Commentary .04 is similar to Commentary .03ai and iii to NYSE
Arca Rule 5.2Ej3; however, 9 The Trust is registered under the 1940 Act. On March 10, 2021 the Trust filed a registration statement on Form N1A under the 1940 Act relating to the Funds File No. 81123161 the Registration Statement. The Trust filed an application for an order under Section 6c of the 1940 Act for exemptions from various provisions of the 1940 Act and rules thereunder File No. 812
15199, dated February 5, 2021 the Application, and amended the Application on March 16, 2021.
See Investment Company Act Release No. 34243
April 8, 2021. On May 4, 2021, the Commission issued an order the Exemptive Order under the 1940 Act granting the exemptions requested in the Application Investment Company Act Release No.
34265, May 4, 2021. Investments made by the Funds will comply with the conditions set forth in the Application and the Exemptive Order. The description of the operation of the Funds herein is based, in part, on the Registration Statement and the Application. The Exchange will not commence trading in Shares of the Funds until the Registration Statement is effective.

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Commentary .04, in connection with the establishment of a fire wall between the investment adviser and the brokerdealer, reflects the applicable open-end funds portfolio, not an underlying benchmark index, as is the case with index-based funds.10 Commentary .04 is also similar to Commentary .06 to Rule 8.600E related to Managed Fund Shares, except that Commentary .04
relates to establishment and maintenance of a fire wall between the investment adviser and personnel of the broker-dealer or broker-dealer affiliate, as applicable, applicable to an Investment Companys Actual Portfolio and/or Proxy Portfolio or changes thereto, and not just to the underlying portfolio, as is the case with Managed Fund Shares.
In addition, Commentary .05 to Rule 8.601E provides that any person or entity, including a custodian, Reporting Authority, distributor, or administrator, who has access to non-public information regarding the Investment Companys Actual Portfolio or the Proxy Portfolio or changes thereto, must be subject to procedures reasonably designed to prevent the use and dissemination of material non-public information regarding the applicable Investment Company Actual Portfolio or the Proxy Portfolio or changes thereto.
Moreover, if any such person or entity is registered as a broker-dealer or affiliated with a broker-dealer, such person or entity will erect and maintain a fire wall between the person or entity and the broker-dealer with respect to access to information concerning the composition and/or changes to such Investment Company Actual Portfolio or Proxy Portfolio.
10 An investment adviser to an open-end fund is required to be registered under the Investment Advisers Act of 1940 the Advisers Act. As a result, the Adviser and Sub-Advisers and their related personnel will be subject to the provisions of Rule 204A1 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 204A1 under the Advisers Act. In addition, Rule 20647 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.

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