82 FR 57506 - American Century ETF Trust and American Century Investment Management, Inc.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 232 (December 5, 2017)
Federal Register Volume 82, Issue 232 (December 5, 2017)
| Page Range | 57506-57508 | |
| FR Document | 2017-26114 |
[Federal Register Volume 82, Number 232 (Tuesday, December 5, 2017)] [Notices] [Pages 57506-57508] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-26114] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32928; 812-14794] American Century ETF Trust and American Century Investment Management, Inc. November 29, 2017. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice. ----------------------------------------------------------------------- Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. The requested order would permit (a) index- based series of certain open-end management investment companies (``Funds'') to issue shares redeemable in large aggregations only (``Creation Units''); (b) secondary market transactions in Fund shares to occur at negotiated market prices rather than at net asset value (``NAV''); (c) certain Funds to pay redemption proceeds, under certain circumstances, more than seven days after the tender of shares for redemption; (d) certain affiliated persons of a Fund to deposit securities into, and receive securities from, the Fund in connection with the purchase and redemption of Creation Units; (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the Funds (``Funds of Funds'') to acquire shares of the Funds; and (f) certain Funds (``Feeder Funds'') to create and redeem Creation Units in-kind in a master-feeder structure. Applicants: American Century ETF Trust (``Trust''), a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series, and American Century Investment Management, Inc. (``Initial Adviser''), Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940. Filing Dates: The application was filed on June 30, 2017, and amended on October 31, 2017. Hearing or Notification of Hearing: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the [[Page 57507]] Commission's Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on December 26, 2017, and should be accompanied by proof of service on applicants, in the form of an affidavit, or for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary. ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants, 4500 Main Street, Kansas City, MO 64111. FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior Counsel, at (202) 551-6879, or Andrea Ottomanelli Magovern, Acting Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site by searching for the file number, or for an applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090. Summary of the Application 1. Applicants request an order that would allow Funds to operate as index exchange traded funds (``ETFs'').\1\ Fund shares will be purchased and redeemed at their NAV in Creation Units only. All orders to purchase Creation Units and all redemption requests will be placed by or through an ``Authorized Participant,'' which will have signed a participant agreement with the Distributor. Shares will be listed and traded individually on a national securities exchange, where share prices will be based on the current bid/offer market. Certain Funds may operate as Feeder Funds in a master-feeder structure. Any order granting the requested relief would be subject to the terms and conditions stated in the application (``Application''). --------------------------------------------------------------------------- \1\ Applicants request that the order apply to the initial series of the Trust identified and described in an appendix to the Application and any additional series of the Trust, and any other open-end management investment company or series thereof (each, included in the term ``Fund''), each of which will operate as an ETF and will track a specified index comprised of domestic and/or foreign equity securities and/or domestic and/or foreign fixed income securities (each, an ``Underlying Index''). Each Fund will (a) be advised by the Initial Adviser or an entity controlling, controlled by, or under common control with the Initial Adviser (each of the foregoing and any successor thereto, an ``Adviser'') and (b) comply with the terms and conditions of the Application. For purposes of the requested Order, a ``successor'' is limited to an entity or entities that result from a reorganization into another jurisdiction or a change in the type of business organization. --------------------------------------------------------------------------- 2. Each Fund will hold investment positions selected to correspond generally to the performance of an Underlying Index. In the case of Self-Indexing Funds, an affiliated person, as defined in section 2(a)(3) of the Act (``Affiliated Person''), or an affiliated person of an Affiliated Person (``Second-Tier Affiliate''), of the Trust or a Fund, of the Adviser, of any sub-adviser to or promoter of a Fund, or of the Distributor will compile, create, sponsor or maintain the Underlying Index.\2\ --------------------------------------------------------------------------- \2\ Each Self-Indexing Fund will post on its Web site the identities and quantities of the investment positions that will form the basis for the Fund's calculation of its NAV at the end of the day. Applicants believe that requiring Self-Indexing Funds to maintain full portfolio transparency will help address, together with other protections, conflicts of interest with respect to such Funds. --------------------------------------------------------------------------- 3. Shares will be purchased and redeemed in Creation Units and generally on an in-kind basis. Except where the purchase or redemption will include cash under the limited circumstances specified in the Application, purchasers will be required to purchase Creation Units by depositing specified instruments (``Deposit Instruments''), and shareholders redeeming their shares will receive specified instruments (``Redemption Instruments''). The Deposit Instruments and the Redemption Instruments will each correspond pro rata to the positions in the Fund's portfolio (including cash positions) except as specified in the Application. 4. Because shares will not be individually redeemable, applicants request an exemption from section 5(a)(1) and section 2(a)(32) of the Act that would permit the Funds to register as open-end management investment companies and issue shares that are redeemable in Creation Units only. 5. Applicants also request an exemption from section 22(d) of the Act and rule 22c-1 under the Act as secondary market trading in shares will take place at negotiated prices, not at a current offering price described in a Fund's prospectus, and not at a price based on NAV. Applicants state that (a) secondary market trading in shares does not involve a Fund as a party and will not result in dilution of an investment in shares, and (b) to the extent different prices exist during a given trading day, or from day to day, such variances occur as a result of third-party market forces, such as supply and demand. Therefore, applicants assert that secondary market transactions in shares will not lead to discrimination or preferential treatment among purchasers. Finally, applicants represent that share market prices will be disciplined by arbitrage opportunities, which should prevent shares from trading at a material discount or premium from NAV. 6. With respect to Funds that effect creations and redemptions of Creation Units in kind and that are based on certain Underlying Indexes that include foreign securities, applicants request relief from the requirement imposed by section 22(e) in order to allow such Funds to pay redemption proceeds within fifteen calendar days following the tender of Creation Units for redemption. Applicants assert that the requested relief would not be inconsistent with the spirit and intent of section 22(e) to prevent unreasonable, undisclosed or unforeseen delays in the actual payment of redemption proceeds. 7. Applicants request an exemption to permit Funds of Funds to acquire Fund shares beyond the limits of section 12(d)(1)(A) of the Act; and the Funds, and any principal underwriter for the Funds, and/or any broker or dealer registered under the Exchange Act, to sell shares to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act. The Application's terms and conditions are designed to, among other things, help prevent any potential (i) undue influence over a Fund through control or voting power, or in connection with certain services, transactions, and underwritings, (ii) excessive layering of fees, and (iii) overly complex fund structures, which are the concerns underlying the limits in sections 12(d)(1)(A) and (B) of the Act. 8. Applicants request an exemption from sections 17(a)(1) and 17(a)(2) of the Act to permit persons that are Affiliated Persons, or Second-Tier Affiliates, of the Funds, solely by virtue of certain ownership interests, to effectuate purchases and redemptions in-kind. The deposit procedures for in-kind purchases of Creation Units and the redemption procedures for in-kind redemptions of Creation Units will be the same for all purchases and redemptions and Deposit Instruments and Redemption Instruments will be valued in the same manner as those investment positions currently held by the Funds. Applicants also seek relief from the prohibitions on affiliated transactions in section 17(a) to permit a [[Page 57508]] Fund to sell its shares to and redeem its shares from a Fund of Funds, and to engage in the accompanying in-kind transactions with the Fund of Funds.\3\ The purchase of Creation Units by a Fund of Funds directly from a Fund will be accomplished in accordance with the policies of the Fund of Funds and will be based on the NAVs of the Funds. --------------------------------------------------------------------------- \3\ The requested relief would apply to direct sales of shares in Creation Units by a Fund to a Fund of Funds and redemptions of those shares. Applicants, moreover, are not seeking relief from section 17(a) for, and the requested relief will not apply to, transactions where a Fund could be deemed an Affiliated Person, or a Second-Tier Affiliate, of a Fund of Funds because an Adviser or an entity controlling, controlled by or under common control with an Adviser provides investment advisory services to that Fund of Funds. --------------------------------------------------------------------------- 9. Applicants also request relief to permit a Feeder Fund to acquire shares of another registered investment company managed by the Adviser having substantially the same investment objectives as the Feeder Fund (``Master Fund'') beyond the limitations in section 12(d)(1)(A) and permit the Master Fund, and any principal underwriter for the Master Fund, to sell shares of the Master Fund to the Feeder Fund beyond the limitations in section 12(d)(1)(B). 10. Section 6(c) of the Act permits the Commission to exempt any persons or transactions from any provision of the Act if such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Section 12(d)(1)(J) of the Act provides that the Commission may exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision of section 12(d)(1) if the exemption is consistent with the public interest and the protection of investors. Section 17(b) of the Act authorizes the Commission to grant an order permitting a transaction otherwise prohibited by section 17(a) if it finds that (a) the terms of the proposed transaction are fair and reasonable and do not involve overreaching on the part of any person concerned; (b) the proposed transaction is consistent with the policies of each registered investment company involved; and (c) the proposed transaction is consistent with the general purposes of the Act. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-26114 Filed 12-4-17; 8:45 am] BILLING CODE 8011-01-P
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as the Commission may designate, it has Electronic Comments SECURITIES AND EXCHANGE
become effective pursuant to Section COMMISSION
19(b)(3)(A)(iii) of the Act 7 and • Use the Commission’s Internet
comment form (http://www.sec.gov/ [Investment Company Act Release No.
subparagraph (f)(6) of Rule 19b–4 32928; 812–14794]
thereunder.8 rules/sro.shtml); or
A proposed rule change filed under • Send an email to rule-comments@ American Century ETF Trust and
Rule 19b–4(f)(6) normally does not sec.gov. Please include File Number SR– American Century Investment
become operative for 30 days after the ISE–2017–102 on the subject line. Management, Inc.
date of its filing. However, Rule 19b–
Paper Comments November 29, 2017.
4(f)(6)(iii) 9 permits the Commission to
AGENCY: Securities and Exchange
designate a shorter time if such action • Send paper comments in triplicate Commission (‘‘Commission’’).
is consistent with the protection of to Secretary, Securities and Exchange
investors and the public interest. The ACTION: Notice.
Commission, 100 F Street NE.,
Exchange has requested that the Washington, DC 20549–1090. Notice of an application for an order
Commission waive the 30-day operative under section 6(c) of the Investment
delay so that the proposed rule change All submissions should refer to File Company Act of 1940 (the ‘‘Act’’) for an
will become operative upon filing. The Number SR–ISE–2017–102. This file exemption from sections 2(a)(32),
Exchange states that such waiver will number should be included on the 5(a)(1), 22(d), and 22(e) of the Act and
enable the Exchange to start the process subject line if email is used. To help the rule 22c–1 under the Act, under
to reorganize the rulebooks of the Commission process and review your sections 6(c) and 17(b) of the Act for an
Nasdaq Entities. The Commission comments more efficiently, please use exemption from sections 17(a)(1) and
believes that waiver of the 30-day only one method. The Commission will 17(a)(2) of the Act, and under section
operative delay is consistent with the post all comments on the Commission’s 12(d)(1)(J) for an exemption from
protection of investors and the public Internet Web site (http://www.sec.gov/ sections 12(d)(1)(A) and 12(d)(1)(B) of
interest because the proposal does not rules/sro.shtml). Copies of the the Act. The requested order would
raise any novel issues and waiver will submission, all subsequent permit (a) index-based series of certain
allow the Exchange to begin the amendments, all written statements open-end management investment
reorganization of its Rulebook without with respect to the proposed rule companies (‘‘Funds’’) to issue shares
delay. Therefore, the Commission change that are filed with the redeemable in large aggregations only
hereby waives the operative delay and (‘‘Creation Units’’); (b) secondary market
Commission, and all written
designates the proposed rule change transactions in Fund shares to occur at
communications relating to the
operative upon filing.10 negotiated market prices rather than at
proposed rule change between the
At any time within 60 days of the Commission and any person, other than net asset value (‘‘NAV’’); (c) certain
filing of the proposed rule change, the those that may be withheld from the Funds to pay redemption proceeds,
Commission summarily may under certain circumstances, more than
public in accordance with the
temporarily suspend such rule change if seven days after the tender of shares for
provisions of 5 U.S.C. 552, will be
it appears to the Commission that such redemption; (d) certain affiliated
available for Web site viewing and
action is: (i) Necessary or appropriate in persons of a Fund to deposit securities
the public interest; (ii) for the protection printing in the Commission’s Public into, and receive securities from, the
of investors; or (iii) otherwise in Reference Room, 100 F Street NE., Fund in connection with the purchase
furtherance of the purposes of the Act. Washington, DC 20549 on official and redemption of Creation Units; (e)
If the Commission takes such action, the business days between the hours of certain registered management
Commission shall institute proceedings 10:00 a.m. and 3:00 p.m. Copies of the investment companies and unit
to determine whether the proposed rule filing also will be available for investment trusts outside of the same
should be approved or disapproved. inspection and copying at the principal group of investment companies as the
office of the Exchange. All comments Funds (‘‘Funds of Funds’’) to acquire
IV. Solicitation of Comments received will be posted without change. shares of the Funds; and (f) certain
Interested persons are invited to Persons submitting comments are Funds (‘‘Feeder Funds’’) to create and
submit written data, views, and cautioned that we do not redact or edit redeem Creation Units in-kind in a
arguments concerning the foregoing, personal identifying information from master-feeder structure.
including whether the proposed rule comment submissions. You should Applicants: American Century ETF
change is consistent with the Act. submit only information that you wish Trust (‘‘Trust’’), a Delaware statutory
Comments may be submitted by any of to make available publicly. All trust registered under the Act as an
the following methods: submissions should refer to File open-end management investment
Number SR–ISE–2017–102, and should company with multiple series, and
7 15 U.S.C. 78s(b)(3)(A)(iii). be submitted on or before December 26, American Century Investment
8 17 CFR 240.19b–4(f)(6). As required under Rule 2017. Management, Inc. (‘‘Initial Adviser’’),
19b–4(f)(6)(iii), the Exchange provided the Delaware corporation registered as an
Commission with written notice of its intent to file For the Commission, by the Division of investment adviser under the
the proposed rule change, along with a brief Trading and Markets, pursuant to delegated
description and the text of the proposed rule
Investment Advisers Act of 1940.
authority.11
sradovich on DSK3GMQ082PROD with NOTICES
change, at least five business days prior to the date Filing Dates: The application was
of filing of the proposed rule change, or such Eduardo A. Aleman, filed on June 30, 2017, and amended on
shorter time as designated by the Commission. Assistant Secretary. October 31, 2017.
9 17 CFR 240.19b–4(f)(6)(iii).
[FR Doc. 2017–26127 Filed 12–4–17; 8:45 am] Hearing or Notification of Hearing: An
10 For purposes only of waiving the 30-day
order granting the requested relief will
operative delay, the Commission also has BILLING CODE 8011–01–P
considered the proposed rule’s impact on
be issued unless the Commission orders
efficiency, competition, and capital formation. See a hearing. Interested persons may
15 U.S.C. 78c(f). 11 17 CFR 200.30–3(a)(12). request a hearing by writing to the
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![57508 Federal Register / Vol. 82, No. 232 / Tuesday, December 5, 2017 / Notices
Fund to sell its shares to and redeem its SECURITIES AND EXCHANGE acquiring all of the interests of the
shares from a Fund of Funds, and to COMMISSION International Securities Exchange, LLC
engage in the accompanying in-kind (now Nasdaq ISE, LLC), ISE Gemini,
[Release No. 34–82169; File No. SR–Phlx–
transactions with the Fund of Funds.3 2017–97] LLC (now Nasdaq GEMX, LLC)
The purchase of Creation Units by a (‘‘GEMX’’) and ISE Mercury, LLC (now
Fund of Funds directly from a Fund will Self-Regulatory Organizations; Nasdaq Nasdaq MRX, LLC) (‘‘MRX’’).3 The
be accomplished in accordance with the PHLX LLC; Notice of Filing and acquisition resulted in a total of six self-
policies of the Fund of Funds and will Immediate Effectiveness of Proposed regulatory organization licenses for
be based on the NAVs of the Funds. Rule Change To Adopt a Shell Nasdaq, Inc. which, in addition to the
9. Applicants also request relief to Structure for the Phlx Rulebook three aforementioned exchanges, also
permit a Feeder Fund to acquire shares include The Nasdaq Stock Market LLC
of another registered investment November 29, 2017.
(‘‘Nasdaq’’), Phlx and Nasdaq BX, Inc.
company managed by the Adviser Pursuant to Section 19(b)(1) of the (‘‘BX’’) (collectively, ‘‘Nasdaq Entities’’).
having substantially the same Securities Exchange Act of 1934
investment objectives as the Feeder (‘‘Act’’),1 and Rule 19b–4 thereunder,2 The Exchange is planning to conform
Fund (‘‘Master Fund’’) beyond the notice is hereby given that on November the chapters of the various Nasdaq
limitations in section 12(d)(1)(A) and 17, 2017, Nasdaq PHLX LLC (‘‘Phlx’’ or Entity rulebooks for efficiency, and
permit the Master Fund, and any ‘‘Exchange’’) filed with the Securities conformity of certain Nasdaq Entity
principal underwriter for the Master and Exchange Commission processes. The Exchange believes that
Fund, to sell shares of the Master Fund (‘‘Commission’’) the proposed rule aligning the rules of the Nasdaq Entities
to the Feeder Fund beyond the change as described in Items I and II will assist market participants in
limitations in section 12(d)(1)(B). below, which Items have been prepared navigating the various rulebooks.
10. Section 6(c) of the Act permits the by the Exchange. The Commission is Specifically, the Exchange proposes to
Commission to exempt any persons or publishing this notice to solicit add a shell structure which would
transactions from any provision of the comments on the proposed rule change reside alongside the current rulebook.
Act if such exemption is necessary or from interested persons. The proposed shell would outline the
appropriate in the public interest and various chapters of the future rulebook
I. Self-Regulatory Organization’s
consistent with the protection of and contains new chapter numbering. A
Statement of the Terms of the Substance
investors and the purposes fairly similar shell would be filed to add the
of the Proposed Rule Change
intended by the policy and provisions of same structure to each of the other
the Act. Section 12(d)(1)(J) of the Act The Exchange proposes to adopt a Nasdaq Entities. The proposed chapters
provides that the Commission may shell structure for the Phlx rulebook would be similar for each shell filed for
(‘‘Rulebook’’) as part of its initiative to each of the Nasdaq Entities. In
exempt any person, security, or
structure its Rulebook. subsequent rule changes, each of the
transaction, or any class or classes of
The text of the proposed rule change Nasdaq Entities would file rule changes
persons, securities, or transactions, from is available on the Exchange’s Web site
any provision of section 12(d)(1) if the to move their current rules into the
at http://nasdaqphlx.cchwallstreet. various chapters of the proposed shells
exemption is consistent with the public com/, at the principal office of the
interest and the protection of investors. for all six markets and delete the
Exchange, and at the Commission’s migrated rule from the current location
Section 17(b) of the Act authorizes the Public Reference Room.
Commission to grant an order in the Rulebook.4 The proposed shell
permitting a transaction otherwise II. Self-Regulatory Organization’s would contain a general rule section
prohibited by section 17(a) if it finds Statement of the Purpose of, and and product specific sections, in this
that (a) the terms of the proposed Statutory Basis for, the Proposed Rule case equities and options, which would
transaction are fair and reasonable and Change encompass all the rules of the Exchange.
do not involve overreaching on the part In its filing with the Commission, the The Exchange believes this new
of any person concerned; (b) the Exchange included statements structure would align the Nasdaq
proposed transaction is consistent with concerning the purpose of and basis for Entities’ rulebooks for ease of use by
the policies of each registered the proposed rule change and discussed Members, who are members of more
investment company involved; and (c) any comments it received on the than one Nasdaq Entity. This proposal
the proposed transaction is consistent proposed rule change. The text of these would not amend the current Rulebook
with the general purposes of the Act. statements may be examined at the and is therefore not a substantive
For the Commission, by the Division of places specified in Item IV below. The change. A Member would continue to be
Investment Management, under delegated Exchange has prepared summaries, set able to view the current Rulebook
authority. forth in sections A, B, and C below, of alongside the proposed reorganized
Eduardo A. Aleman, the most significant aspects of such Rulebook. Subsequent rule changes will
Assistant Secretary. statements. be filed to move the rule text into the
[FR Doc. 2017–26114 Filed 12–4–17; 8:45 am]
A. Self-Regulatory Organization’s shell Rulebook.
BILLING CODE 8011–01–P Statement of the Purpose of, and
3 See Securities Exchange Act Release No. 78119
Statutory Basis for, the Proposed Rule
3 The requested relief would apply to direct sales (June 21, 2016), 81 FR 41611 (June 27, 2016) (SR–
of shares in Creation Units by a Fund to a Fund of
Change ISE–2016–11; SR–ISE Gemini–2016–05; SR–ISE
sradovich on DSK3GMQ082PROD with NOTICES
Funds and redemptions of those shares. Applicants, 1. Purpose Mercury–2016–10) (Order Granting Accelerated
moreover, are not seeking relief from section 17(a) Approval of Proposed Rule Changes, Each as
for, and the requested relief will not apply to, On March 9, 2016, Nasdaq, Inc. Modified by Amendment No. 1 Thereto, Relating to
transactions where a Fund could be deemed an acquired the capital stock of U.S. a Corporate Transaction in Which Nasdaq, Inc. Will
Affiliated Person, or a Second-Tier Affiliate, of a Become the Indirect Parent of ISE, ISE Gemini, and
Fund of Funds because an Adviser or an entity
Exchange Holdings, thereby indirectly ISE Mercury).
controlling, controlled by or under common control 4 When relocating the current rule text into the
1 15 U.S.C. 78s(b)(1).
with an Adviser provides investment advisory new shell, the Exchange shall not amend the rule
services to that Fund of Funds. 2 17 CFR 240.19b–4. text but simply move existing rule text.
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Document Created: 2017-12-04 23:44:36
Document Modified: 2017-12-04 23:44:36
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice. | |
| Dates | The application was filed on June 30, 2017, and amended on October 31, 2017. | |
| Contact | Christine Y. Greenlees, Senior Counsel, at (202) 551-6879, or Andrea Ottomanelli Magovern, Acting Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 57506 |
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