[Federal Register Volume 86, Number 95 (Wednesday, May 19, 2021)]
[Notices]
[Pages 27126-27134]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-10499]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91895; File No. SR-NYSEArca-2021-39]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To List and Trade 
Shares of the Putnam Focused Large Cap Growth ETF; Putnam Focused Large 
Cap Value ETF; Putnam Sustainable Future ETF; and Putnam Sustainable 
Leaders ETF

May 13, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on May 11, 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following 
under NYSE Arca Rule 8.601-E: Putnam Focused Large Cap Growth ETF; 
Putnam Focused Large Cap Value ETF; Putnam Sustainable Future ETF; and 
Putnam Sustainable Leaders 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.

[[Page 27127]]

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

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

    \4\ See Securities Exchange Act Release No. 89185 (June 29, 
2020), 85 FR 40328 (July 6, 2020) (SR-NYSEArca-2019-95). Rule 8.601-
E(c)(1) provides that ``[t]he term ``Active Proxy Portfolio Share'' 
means a security that (a) is issued by a investment company 
registered under the Investment Company Act of 1940 (``Investment 
Company'') organized as an open-end management investment company 
that invests in a portfolio of securities selected by the Investment 
Company's investment adviser consistent with the Investment 
Company's investment objectives and policies; (b) is issued in a 
specified minimum number of shares, or multiples thereof, in return 
for a deposit by the purchaser of the Proxy Portfolio and/or cash 
with a value equal to the next determined net asset value (``NAV''); 
(c) when aggregated in the same specified minimum number of Active 
Proxy Portfolio Shares, or multiples thereof, may be redeemed at a 
holder's request in return for the Proxy Portfolio and/or cash to 
the holder by the issuer with a value equal to the next determined 
NAV; and (d) the portfolio holdings for which are disclosed within 
at least 60 days following the end of every fiscal quarter.'' Rule 
8.601-E(c)(2) provides that ``[t]he term ``Actual Portfolio'' means 
the identities and quantities of the securities and other assets 
held by the Investment Company that shall form the basis for the 
Investment Company's calculation of NAV at the end of the business 
day.'' Rule 8.601-E(c)(3) provides that ``[t]he term ``Proxy 
Portfolio'' means a specified portfolio of securities, other 
financial instruments and/or cash designed to track closely the 
daily performance of the Actual Portfolio of a series of Active 
Proxy Portfolio Shares as provided in the exemptive relief pursuant 
to the Investment Company Act of 1940 applicable to such series.''
---------------------------------------------------------------------------

Key Features of Active Proxy Portfolio Shares
    While funds issuing Active Proxy Portfolio Shares will be actively 
managed and, to that extent, will be similar to Managed Fund Shares, 
Active Proxy Portfolio Shares differ from Managed Fund Shares in the 
following important respects. First, in contrast to Managed Fund 
Shares, which are actively-managed funds listed and traded under NYSE 
Arca Rule 8.600-E \5\ and for which a ``Disclosed Portfolio'' is 
required to be disseminated at least once daily,\6\ the portfolio for 
each series of Active Proxy Portfolio Shares will be publicly disclosed 
within at least 60 days following the end of every fiscal quarter in 
accordance with normal disclosure requirements otherwise applicable to 
open-end management investment companies registered under the 
Investment Company Act of 1940 (the ``1940 Act'').\7\ The composition 
of the portfolio of each series of Active Proxy Portfolio Shares would 
not be available at commencement of Exchange listing and trading. 
Second, in connection with the creation and redemption of Active Proxy 
Portfolio Shares, such creation or redemption may be exchanged for a 
Proxy Portfolio and/or cash with a value equal to the next-determined 
NAV. A series of Active Proxy Portfolio Shares will disclose the Proxy 
Portfolio on a daily basis, which, as described above, is designed to 
track closely the daily performance of the Actual Portfolio of a series 
of Active Proxy Portfolio Shares, instead of the actual holdings of the 
Investment Company, as provided by a series of Managed Fund Shares.
---------------------------------------------------------------------------

    \5\ The Commission has previously approved listing and trading 
on the Exchange of a number of issues of Managed Fund Shares under 
NYSE Arca Rule 8.600-E. See, e.g., Securities Exchange Act Release 
Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-
2008-31) (order approving Exchange listing and trading of twelve 
actively-managed funds of the WisdomTree Trust); 60460 (August 7, 
2009), 74 FR 41468 (August 17, 2009) (SR-NYSEArca-2009-55) (order 
approving listing of Dent Tactical ETF); 63076 (October 12, 2010), 
75 FR 63874 (October 18, 2010) (SR-NYSEArca-2010-79) (order 
approving Exchange listing and trading of Cambria Global Tactical 
ETF); 63802 (January 31, 2011), 76 FR 6503 (February 4, 2011) (SR-
NYSEArca-2010-118) (order approving Exchange listing and trading of 
the SiM Dynamic Allocation Diversified Income ETF and SiM Dynamic 
Allocation Growth Income ETF). The Commission also has approved a 
proposed rule change relating to generic listing standards for 
Managed Fund Shares. See Securities Exchange Act Release No. 78397 
(July 22, 2016), 81 FR 49320 (July 27, 2016 (SR-NYSEArca-2015-110) 
(amending NYSE Arca Equities Rule 8.600 to adopt generic listing 
standards for Managed Fund Shares).
    \6\ NYSE Arca Rule 8.600-E(c)(2) defines the term ``Disclosed 
Portfolio'' as the identities and quantities of the securities and 
other assets held by the Investment Company that will form the basis 
for the Investment Company's calculation of net asset value at the 
end of the business day. NYSE Arca Rule 8.600-E(d)(2)(B)(i) requires 
that the Disclosed Portfolio will be disseminated at least once 
daily and will be made available to all market participants at the 
same time.
    \7\ A mutual fund is required to file with the Commission its 
complete portfolio schedules for the second and fourth fiscal 
quarters on Form N-CSR under the 1940 Act. Information reported on 
Form N-PORT for the third month of a fund's fiscal quarter will be 
made publicly available 60 days after the end of a fund's fiscal 
quarter. Form N-PORT requires reporting of a fund's complete 
portfolio holdings on a position-by-position basis on a quarterly 
basis within 60 days after fiscal quarter end. Investors can obtain 
a fund's Statement of Additional Information (``SAI''), its 
Shareholder Reports, its Form N-CSR, filed twice a year, and its 
Form N-CEN, filed annually. A fund's SAI and Shareholder Reports 
will be available free upon request from the Investment Company, and 
those documents and the Form N-PORT, Form N-CSR, and Form N-CEN may 
be viewed on-screen or downloaded from the Commission's website at 
www.sec.gov.
---------------------------------------------------------------------------

    The Commission has previously approved listing and trading on the 
Exchange of series of Active Proxy Portfolio Shares under NYSE Arca 
Rule 8.601-E.\8\ Each Fund is a series of Putnam ETF Trust (the 
``Trust''), a Delaware statutory trust.\9\ The

[[Page 27128]]

investment adviser for the Funds will be Putnam Investment Management, 
LLC (``Adviser''). The sub-adviser to the Funds is Putnam Investments 
Limited (``Sub-Adviser''). State Street Bank and Trust Company will 
serve as the Funds' transfer agent, custodian, and will conduct certain 
administrative functions (the ``Transfer Agent'' or ``Custodian''). 
Foreside Fund Services, LLC, a registered broker dealer, will serve as 
the distributor (``Distributor'') of the Shares.
---------------------------------------------------------------------------

    \8\ See Securities Exchange Act Release Nos. 89185 (June 29, 
2020), 85 FR 40328 (July 6, 2020) (SR-NYSEArca-2019-95) (Notice of 
Filing of Amendment No. 6 and Order Granting Accelerated Approval of 
a Proposed Rule Change, as Modified by Amendment No. 6, to Adopt 
NYSE Arca Rule 8.601-E to Permit the Listing and Trading of Active 
Proxy Portfolio Shares and To List and Trade Shares of the Natixis 
U.S. Equity Opportunities ETF Under Proposed NYSE Arca Rule 8.601-E) 
(``Natixis Order''); 89192 (June 30, 2020), 85 FR 40699 (July 7, 
2020) (SR-NYSEArca-2019-96) (Notice of Filing of Amendment No. 5 and 
Order Granting Accelerated Approval of a Proposed Rule Change, as 
Modified by Amendment No. 5, to List and Trade Two Series of Active 
Proxy Portfolio Shares Issued by the American Century ETF Trust 
under NYSE Arca Rule 8.601-E) (``American Century Order''); 89191 
(June 30, 2020), 85 FR 40358 (July 6, 2020) (SR-NYSEArca-2019-92) 
(Notice of Filing of Amendment No. 3 and Order Granting Accelerated 
Approval of a Proposed Rule Change, as Modified by Amendment No. 3, 
to List and Trade Four Series of Active Proxy Portfolio Shares 
Issued by T. Rowe Price Exchange-Traded Funds, Inc. under NYSE Arca 
Rule 8.601-E) (``T. Rowe Price Approval Order''); 89438 (July 31, 
2020), 85 FR 47821 (August 6, 2020) (SR-NYSEArca-2020-51) (Order 
Granting Approval of a Proposed Rule Change, as Modified by 
Amendment No. 2, to List and Trade Shares of Natixis Vaughan Nelson 
Select ETF and Natixis Vaughan Nelson MidCap ETF under NYSE Arca 
Rule 8.601-E). See also, Securities Exchange Act Release No. 88887 
(May 15, 2020), 85 FR 30990 (May 21, 2020) (SR-CboeBZX-2019-107) 
(Notice of Filing of Amendment No. 5 and Order Granting Accelerated 
Approval of a Proposed Rule Change, as Modified by Amendment No. 5, 
to Adopt Rule 14.11(m), Tracking Fund Shares, and to List and Trade 
Shares of the Fidelity Blue Chip Value ETF, Fidelity Blue Chip 
Growth ETF, and Fidelity New Millennium ETF).
    \9\ The Trust is registered under the 1940 Act. On February 17, 
2021, the Trust filed a registration statement on Form N-1A under 
the Securities Act of 1933 (15 U.S.C. 77a) and under the 1940 Act 
relating to the Funds (File Nos. 333-2532223 and 811-23643 (the 
``Registration Statement''). The Trust filed an application for an 
order under Section 6(c) of the 1940 Act for exemptions from various 
provisions of the 1940 Act and rules thereunder (File No. 812-
15203), dated February 19, 2021 (``Application''). On May 10, 2021, 
the Commission issued an order (``Exemptive Order'') under the 1940 
Act granting the exemptions requested in the Application (Investment 
Company Act Release No. 34266, May 10, 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.
---------------------------------------------------------------------------

    Commentary .04 to NYSE Arca Rule 8.601-E provides that, if the 
investment adviser to the Investment Company issuing Active Proxy 
Portfolio Shares is registered as a broker-dealer or is affiliated with 
a broker-dealer, such investment adviser will erect and maintain a 
``fire wall'' between the investment adviser and personnel of the 
broker-dealer or broker-dealer affiliate, as applicable, with respect 
to access to information concerning the composition and/or changes to 
such Investment Company's Actual Portfolio and/or Proxy Portfolio. Any 
person related to the investment adviser or Investment Company who 
makes decisions pertaining to the Investment Company's Actual Portfolio 
and/or Proxy Portfolio or has access to non-public information 
regarding the Investment Company's Actual Portfolio and/or Proxy 
Portfolio or changes thereto must be subject to procedures reasonably 
designed to prevent the use and dissemination of material non-public 
information regarding the Actual Portfolio and/or Proxy Portfolio or 
changes thereto. Commentary .04 is similar to Commentary .03(a)(i) and 
(iii) to NYSE Arca Rule 5.2-E(j)(3); however, Commentary .04, in 
connection with the establishment of a ``fire wall'' between the 
investment adviser and the broker-dealer, reflects the applicable open-
end fund's portfolio, not an underlying benchmark index, as is the case 
with index-based funds.\10\ Commentary .04 is also similar to 
Commentary .06 to Rule 8.600-E related to Managed Fund Shares, except 
that Commentary .04 relates to establishment and maintenance of a 
``fire wall'' between the investment adviser and personnel of the 
broker-dealer or broker-dealer affiliate, as applicable, applicable to 
an Investment Company's Actual Portfolio and/or Proxy Portfolio or 
changes thereto, and not just to the underlying portfolio, as is the 
case with Managed Fund Shares.
---------------------------------------------------------------------------

    \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, the Sub-Adviser and their related 
personnel will be subject to the provisions of Rule 204A-1 under the 
Advisers Act relating to codes of ethics. This Rule requires 
investment advisers to adopt a code of ethics that reflects the 
fiduciary nature of the relationship to clients as well as 
compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) adopted and implemented written policies and procedures 
reasonably designed to prevent violations, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
---------------------------------------------------------------------------

    In addition, Commentary .05 to Rule 8.601-E provides that any 
person or entity, including a custodian, Reporting Authority, 
distributor, or administrator, who has access to non-public information 
regarding the Investment Company's Actual Portfolio or the Proxy 
Portfolio or changes thereto, must be subject to procedures reasonably 
designed to prevent the use and dissemination of material non-public 
information regarding the applicable Investment Company Actual 
Portfolio or the Proxy Portfolio or changes thereto. Moreover, if any 
such person or entity is registered as a broker-dealer or affiliated 
with a broker-dealer, such person or entity will erect and maintain a 
``fire wall'' between the person or entity and the broker-dealer with 
respect to access to information concerning the composition and/or 
changes to such Investment Company Actual Portfolio or Proxy Portfolio.
    The Adviser and Sub-Adviser are not registered as broker-dealers 
but are affiliated with broker-dealers. The Adviser and Sub-Adviser 
have implemented and will maintain a ``fire wall'' with respect to such 
broker-dealer affiliates regarding access to information concerning the 
composition of and/or changes to a Fund's Actual Portfolio and/or Proxy 
Portfolio. In the event (a) the Adviser or Sub-Adviser becomes 
registered as a broker-dealer or newly affiliated with a broker-dealer, 
or (b) any new adviser or sub-adviser is or becomes a registered 
broker-dealer or affiliated with a broker-dealer, it will implement and 
maintain a fire wall with respect to its relevant personnel or its 
broker-dealer affiliate regarding access to information concerning the 
composition and/or changes to a Fund's Actual Portfolio and/or Proxy 
Portfolio, and will be subject to procedures designed to prevent the 
use and dissemination of material non-public information regarding a 
Fund's Actual Portfolio and/or Proxy Portfolio or changes thereto. Any 
person related to the Adviser, the Sub-Adviser or a Fund who makes 
decisions pertaining to a Fund's Actual Portfolio or Proxy Portfolio or 
has access to non-public information regarding a Fund's Actual 
Portfolio and/or the Proxy Portfolio or changes thereto is subject to 
procedures reasonably designed to prevent the use and dissemination of 
material non-public information regarding a Fund's Actual Portfolio 
and/or the Proxy Portfolio or changes thereto.
    In addition, any person or entity, including any service provider 
for a Fund, who has access to non-public information regarding a Fund's 
Actual Portfolio or the Proxy Portfolio or changes thereto, will be 
subject to procedures reasonably designed to prevent the use and 
dissemination of material non-public information regarding a Fund's 
Actual Portfolio and/or the Proxy Portfolio or changes thereto. 
Moreover, if any such person or entity is registered as a broker-dealer 
or affiliated with a broker-dealer, such person or entity has erected 
and will maintain a ``fire wall'' between the person or entity and the 
broker-dealer with respect to access to information concerning the 
composition and/or changes to a Fund's Actual Portfolio and/or Proxy 
Portfolio.
Description of the Funds
    According to the Registration Statement, each ``Business Day'' \11\ 
before commencement of the trading of Shares, each Fund will publish on 
its website a Tracking Basket'' \12\ designed to closely track the 
daily performance of a Fund but is not the Fund's Actual Portfolio. 
Each Tracking Basket will be comprised of select recently disclosed 
portfolio holdings (``Strategy Components''), liquid ETFs that convey 
information about the types of instruments in which a Fund invests not 
otherwise fully represented by the Strategy Components 
(``Representative ETFs''),\13\ and cash and cash

[[Page 27129]]

equivalents. Tracking Baskets will be constructed utilizing a 
proprietary optimization process to minimize daily deviations in return 
of the Tracking Basket relative to a Fund and will be used to 
facilitate the creation/redemption process and arbitrage. The Tracking 
Basket will be rebalanced on schedule with the public disclosure of a 
Fund's holdings, although a new Tracking Basket may be generated as 
frequently as daily. The Adviser will not make intra-day changes to the 
Tracking Basket except to correct errors in the published Tracking 
Basket.
---------------------------------------------------------------------------

    \11\ ``Business Day'' is defined to mean any day that the 
Exchange is open, including any day when the Funds satisfy 
redemption requests as required by Section 22(e) of the 1940 Act.
    \12\ The ``Tracking Basket'' is the Proxy Portfolio for purposes 
of Rule 8.601-E(c)(3).
    \13\ Representative ETFs will be selected for inclusion in a 
Proxy Portfolio such that, when aggregated with the other 
components, the Proxy Portfolio corresponds to a Fund's overall 
holdings exposure. Representative ETFs will constitute no more than 
50% of a Proxy Portfolio's assets on each Business Day at the time 
that the Proxy Portfolio is published.
---------------------------------------------------------------------------

    In addition, on each Business Day before commencement of trading of 
Shares, each Fund will publish a ``Tracking Basket Weight Overlap'' on 
the website. The Tracking Basket Weight Overlap will represent the 
percentage weight overlap between the prior Business Day's Tracking 
Basket's holdings compared to the holdings of the Actual Portfolio that 
formed the basis for a Fund's calculation of NAV at the end of the 
prior Business Day. According to the Registration Statement, the 
``Tracking Basket Weight Overlap'' is intended to provide investors 
with an understanding of the degree to which the Tracking Basket and a 
Fund's portfolio overlap and help investors evaluate the risk that the 
performance of the Tracking Basket may deviate from the performance of 
the portfolio holdings of a Fund.
    The Tracking Basket will not include any asset that is ineligible 
to be in the Actual Portfolio of a Fund.
Putnam Focused Large Cap Growth ETF
    The Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order, and the holdings will 
be consistent with all requirements in the Application and Exemptive 
Order.\14\ Any foreign common stocks held by the Fund will be traded on 
an exchange that is a member of the Intermarket Surveillance Group 
(``ISG'') or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.
---------------------------------------------------------------------------

    \14\ Pursuant to the Application and Exemptive Order, the 
permissible investments for the Funds include only the following 
instruments: ETFs; exchange-traded notes (``ETNs''); exchange-traded 
common stocks; exchange-traded preferred stocks; exchange-traded 
American Depositary Receipts (``ADRs''); exchange-traded real estate 
investment trusts (``REITs''); exchange-traded commodity pools; 
exchange-traded metals trusts; exchange-traded currency trusts; 
common stocks listed on a foreign exchange that trade on such 
exchange synchronously with the Shares (``foreign common stocks'') 
in the Exchange's Core Trading Session (normally 9:30 a.m. to 4:00 
p.m. Eastern time (``E.T.'')); exchange-traded futures that trade 
synchronously with a Fund's Shares as well as cash and cash 
equivalents. With the exception of foreign common stocks and cash 
and cash equivalents, all holdings of the Funds will be listed on a 
U.S. national securities exchange or a U.S. futures exchange. For 
purposes of this filing, cash equivalents are short-term U.S. 
Treasury securities, government money market funds, and repurchase 
agreements. The Funds will not hold short positions or invest in 
derivatives other than U.S. exchange-traded futures, will not borrow 
for investment purposes, and will not purchase any securities that 
are illiquid investments at the time of purchase.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund's investment 
objective is to seek capital appreciation. The Fund will invest mainly 
in common stocks of large U.S. companies, with a focus on growth 
stocks. Under normal circumstances, the Fund will invest at least 80% 
of the Fund's net assets in companies of a size similar to those in the 
Russell 1000 Growth Index.
Putnam Focused Large Cap Value ETF
    The Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order, and the holdings will 
be consistent with all requirements in the Application and Exemptive 
Order.\15\ Any foreign common stocks held by the Fund will be traded on 
an exchange that is a member of the ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \15\ See id.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund's investment 
objective is to seek capital growth and current income. The Fund will 
invest mainly in common stocks of U.S. companies, with a focus on value 
stocks that offer the potential for capital growth, current income, or 
both. Under normal circumstances, the Fund will invest at least 80% of 
the Fund's net assets in large-cap companies, which for purposes of 
this policy, are of a size similar to those in the Russell 1000 Value 
Index.
Putnam Sustainable Future ETF
    The Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order, and the holdings will 
be consistent with all requirements in the Application and Exemptive 
Order.\16\ Any foreign common stocks held by the Fund will be traded on 
an exchange that is a member of the ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \16\ See id.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund's investment 
objective is to seek long-term capital appreciation. The Fund will 
invest mainly in common stocks of U.S. companies of any size, with a 
focus on companies whose products and services provide solutions that 
directly contribute to sustainable social, environmental and economic 
development. Under normal circumstances, the Fund will invest at least 
80% of the value of its net assets in securities that meet the 
Adviser's sustainability criteria. In applying these criteria, the 
Advisor will assign each company a proprietary environmental, social 
and/or corporate governance (``ESG'') rating ranging from 1 to 4 (1 
indicating the highest (best) ESG rating and 4 indicating the lowest 
(worst) ESG rating). In order to meet the Adviser's sustainability 
criteria for purposes of this investment policy, a company must be 
rated 2 or 1 by the Adviser. This policy may be changed only after 60 
days' notice to shareholders.
Putnam Sustainable Leaders ETF
    The Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order, and the holdings will 
be consistent with all requirements in the Application and Exemptive 
Order.\17\ Any foreign common stocks held by the Fund will be traded on 
an exchange that is a member of the ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \17\ See id.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund's investment 
objective is to seek long-term capital appreciation. The Fund will 
invest mainly in common stocks of U.S. companies of any size, with a 
focus on companies that exhibit a commitment to financially material 
sustainable business practices. Under normal circumstances, the Fund 
will invest at least 80% of the value of its net assets in securities 
that meet the Adviser's sustainability criteria. In applying these 
criteria, the Advisor will assign each company an ESG rating ranging 
from 1 to 4 (1 indicating the highest (best) ESG rating and 4 
indicating the lowest (worst) ESG rating). In order to meet the 
Adviser's sustainability criteria for purposes of this investment 
policy, a company must be rated 2 or 1 by the Adviser. This policy may 
be changed only after 60 days' notice to shareholders.

[[Page 27130]]

Investment Restrictions
    The Shares of the Funds will conform to the initial and continued 
listing criteria under Rule 8.601-E. The Funds' holdings will be 
limited to and consistent with permissible holdings as described in the 
Application and Exemptive Order and all requirements in the Application 
and Exemptive Order.\18\
---------------------------------------------------------------------------

    \18\ See note 14, supra.
---------------------------------------------------------------------------

    The Fund's investments, including derivatives, will be consistent 
with their investment objectives and will not be used to enhance 
leverage (although certain derivatives and other investments may result 
in leverage). That is, the Funds' investments will not be used to seek 
performance that is the multiple or inverse multiple (e.g., 2X or -3X) 
of the Funds' primary broad-based securities benchmark index (as 
defined in Form N-1A).\19\
---------------------------------------------------------------------------

    \19\ The Funds' broad-based securities benchmark index will be 
identified in a future amendment to its Registration Statement 
following the Funds' first full calendar year of performance.
---------------------------------------------------------------------------

Purchases and Redemptions of Shares
    According to the Registration Statement, the Trust will offer, 
issue and sell Shares of the Funds to investors only in specified 
minimum size ``Creation Units'' through the Distributor on a continuous 
basis at the NAV per Share next determined after an order in proper 
form is received. The NAV of a Fund is expected to be determined as of 
4:00 p.m. E.T. on each Business Day. The Trust will sell and redeem 
Creation Units of the Funds only on a Business Day. A Creation Unit 
will generally consist of at least 25,000 Shares.
    According to the Registration Statement, Shares will be purchased 
and redeemed in Creation Units and generally on an in-kind basis in 
exchange for the Strategy Components included in a Fund's Tracking 
Basket, together with an amount of cash corresponding to the value of 
the Representative ETFs and cash and cash equivalents that form the 
remainder of the Tracking Basket. Accordingly, except where the 
purchase or redemption will include cash under the circumstances 
specified below, purchasers will be required to purchase Creation Units 
by making an in-kind deposit of specified securities (``Deposit 
Securities''), and shareholders redeeming their Shares will receive an 
in-kind transfer of specified securities (``Fund Securities''). The 
names and quantities of the instruments that constitute the Deposit 
Securities and the Fund Securities for a Fund (collectively, the 
``Creation Basket'') will be the same as a Fund's designated Tracking 
Basket, except to the extent that the Fund requires purchases and 
redemptions to be made entirely or in part on a cash basis, as 
described below.
    The Funds will adopt and implement policies and procedures 
regarding the composition of its Creation Baskets. The policies and 
procedures will set forth detailed parameters for the construction and 
acceptance of baskets that are in the best interests of the Funds, 
including the process for any revisions to or deviations from, those 
parameters.
    Creation Units of the Funds may be purchased and/or redeemed 
entirely for cash. When full or partial cash purchases of Creation 
Units are available or specified for the Funds, they will be effected 
in essentially the same manner as in-kind purchases thereof. The Funds 
may determine, upon receiving a purchase or redemption order from an 
Authorized Participant, to have the purchase or redemption, as 
applicable, be made entirely or in part in cash.\20\
---------------------------------------------------------------------------

    \20\ The Adviser represents that, to the extent the Trust 
effects the creation or redemption of Shares in cash on any given 
day, such transactions will be effected in the same manner for all 
Authorized Participants placing trades with the Funds on that day.
---------------------------------------------------------------------------

    If there is a difference between the NAV attributable to a Creation 
Unit and the aggregate market value of the Creation Basket exchanged 
for the Creation Unit, the party conveying instruments with the lower 
value will also pay to the other an amount in cash equal to that 
difference (the ``Cash Amount'').
    Each Business Day, before the open of trading on the Exchange (9:30 
a.m. ET), the Funds will cause to be published through the National 
Securities Clearing Corporation (``NSCC'') the names and quantities of 
the instruments comprising the Creation Basket, as well as the 
estimated Cash Amount (if any) for that day. The published Creation 
Basket will apply until a new Creation Basket is announced on the 
following Business Day, and there will be no intra-day changes to the 
Creation Basket except to correct errors in the published Creation 
Basket. The Tracking Basket will be published each Business Day 
regardless of whether a Fund decides to issue or redeem Creation Units 
entirely or in part on a cash basis.
    All orders to purchase Creation Units must be placed with the 
Distributor by or through an Authorized Participant, which is a member 
or participant of a clearing agency registered with the Commission, 
which has a written agreement with the Funds or one of its service 
providers that allows the Authorized Participant to place orders for 
the purchase and redemption of Creation Units. Validly submitted orders 
to purchase or redeem Creation Units on each Business Day will be 
accepted until the end of the Core Trading Session (the ``Closing 
Time''), generally 4:00 p.m. E.T., on the Business Day that the order 
is placed (the ``Transmittal Date''). All Creation Unit orders must be 
received by the Distributor no later than the Closing Time in order to 
receive the NAV determined on the Transmittal Date. When the Exchange 
closes earlier than normal, the Funds may require orders for Creation 
Units to be placed earlier in the Business Day.
Availability of Information
    The Funds' website (www.putnam.com), which will be publicly 
available prior to the public offering of Shares, will include a form 
of the prospectus for each Fund that may be downloaded. The Funds' 
website will include on a daily basis, per Share for each Fund, the 
prior Business Day's NAV and the ``Closing Price'' or ``Bid/Ask 
Price,'' \21\ and a calculation of the premium/discount of the Closing 
Price or Bid/Ask Price against such NAV.\22\ The Adviser has 
represented that the Funds' website will also provide: (1) Any other 
information regarding premiums/discounts as may be required for other 
ETFs under Rule 6c-11 under the 1940 Act, as amended, and (2) any 
information regarding the bid/ask spread for a Fund as may be required 
for other ETFs under Rule 6c-11 under the 1940 Act, as amended. The 
website and information will be publicly available at no charge. The 
website also will disclose the information required under Rule 8.601-
E(c)(3).\23\
---------------------------------------------------------------------------

    \21\ The records relating to Bid/Ask Prices will be retained by 
a Fund or its service providers. The ``Bid/Ask Price'' is the 
midpoint of the highest bid and lowest offer based upon the National 
Best Bid and Offer as of the time of calculation of a Fund's NAV. 
The ``National Best Bid and Offer'' is the current national best bid 
and national best offer as disseminated by the Consolidated 
Quotation System or UTP Plan Securities Information Processor. The 
``Closing Price'' of Shares is the official closing price of the 
Shares on the Exchange.
    \22\ The ``premium/discount'' refers to the premium or discount 
to NAV at the end of a trading day and will be calculated based on 
the last Bid/Ask Price or the Closing Price on a given trading day.
    \23\ See note 4, supra. Rule 8.601-E(c)(3) provides that the 
website for each series of Active Proxy Portfolio Shares shall 
disclose the information regarding the Proxy Portfolio as provided 
in the exemptive relief pursuant to the Investment Company Act of 
1940 applicable to such series, including the following, to the 
extent applicable: (i) Ticker symbol; (ii) CUSIP or other 
identifier; (iii) Description of holding; (iv) Quantity of each 
security or other asset held; and (v) Percentage weighting of the 
holding in the Tracking Basket.

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

[[Page 27131]]

    The Tracking Basket holdings (including the identity and quantity 
of investments in the Tracking Basket) will be publicly available on 
the Funds' website before the commencement of trading in Shares on each 
Business Day.
    The website also will include information relating to the Tracking 
Basket Weight Overlap, as discussed above.
    Typical mutual fund-style annual, semi-annual and quarterly 
disclosures contained in each Fund's Commission filings will be 
provided on the Funds' website on a current basis.\24\ Thus, each Fund 
will publish the portfolio contents of its Actual Portfolio on a 
periodic basis within at least 60 days following the end of every 
fiscal quarter.
---------------------------------------------------------------------------

    \24\ See note 7, supra.
---------------------------------------------------------------------------

    Investors can also obtain the Funds' prospectus, SAI, shareholder 
reports, Form N-CSR, Form N-PORT and Form N-CEN. Investors may access 
complete portfolio schedules for a Fund on Form N-CSR and Form N-PORT. 
The prospectus, SAI and shareholder reports will be available free upon 
request from each Fund, and those documents and the Form N-CSR, Form N-
PORT and Form N-CEN may be viewed on-screen or downloaded from the 
Commission's website at http://www.sec.gov. The Exchange also notes 
that pursuant to the Application, the Funds must comply with Regulation 
Fair Disclosure, which prohibits selective disclosure of any material 
non-public information.
    Information regarding the market price of Shares and trading volume 
in Shares, will be continually available on a real-time basis 
throughout the day on brokers' computer screens and other electronic 
services. The previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers.
    Quotation and last sale information for the Shares and U.S. 
exchange-traded instruments (excluding futures contracts) will be 
available via the Consolidated Tape Association (``CTA'') high-speed 
line, from the exchanges on which such securities trade, or through 
major market data vendors or subscription services. Intraday price 
information for all exchange-traded instruments, which include all 
eligible instruments except cash and cash equivalents, will be 
available from the exchanges on which they trade, or through major 
market data vendors or subscription services. Intraday price 
information for cash equivalents is available through major market data 
vendors, subscription services and/or pricing services.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of a Fund.\25\ Trading in Shares of a Fund will 
be halted if the circuit breaker parameters in NYSE Arca Rule 7.12-E 
have been reached. Trading also may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. Trading in the Shares will be 
subject to NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth 
circumstances under which Shares of a Fund will be halted.
---------------------------------------------------------------------------

    \25\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

    Specifically, Rule 8.601-E(d)(2)(D) provides that the Exchange may 
consider all relevant factors in exercising its discretion to halt 
trading in a series of Active Proxy Portfolio Shares. Trading may be 
halted because of market conditions or for reasons that, in the view of 
the Exchange, make trading in the series of Active Proxy Portfolio 
Shares inadvisable. These may include: (a) The extent to which trading 
is not occurring in the securities and/or the financial instruments 
composing the Proxy Portfolio and/or Actual Portfolio; or (b) whether 
other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present.
    In addition, if the Exchange becomes aware that the NAV, Proxy 
Portfolio or Actual Portfolio with respect to a series of Active Proxy 
Portfolio Shares is not disseminated to all market participants at the 
same time, the Exchange shall halt trading in such series until such 
time as the NAV, Proxy Portfolio or Actual Portfolio is available to 
all market participants at the same time.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace in all trading sessions in accordance with 
NYSE Arca Rule 7.34-E(a). As provided in NYSE Arca Rule 7.6-E, the 
minimum price variation (``MPV'') for quoting and entry of orders in 
equity securities traded on the NYSE Arca Marketplace is $0.01, with 
the exception of securities that are priced less than $1.00 for which 
the MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Rule 8.601-E. The Exchange has appropriate 
rules to facilitate trading in the Shares during all trading sessions.
    A minimum of 100,000 Shares for each Fund will be outstanding at 
the commencement of trading on the Exchange. In addition, pursuant to 
Rule 8.601-E(d)(1)(B), the Exchange, prior to commencement of trading 
in the Shares, will obtain a representation from the Trust that the NAV 
per Share will be calculated daily and that the NAV, Tracking Basket 
and the Actual Portfolio for the Funds will be made available to all 
market participants at the same time.
    With respect to Active Proxy Portfolio Shares, all of the Exchange 
member obligations relating to product description and prospectus 
delivery requirements will continue to apply in accordance with 
Exchange rules and federal securities laws, and the Exchange and the 
Financial Industry Regulatory Authority, Inc. (``FINRA'') will continue 
to monitor Exchange members for compliance with such requirements.
Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Exchange, as 
well as cross market surveillances administered by FINRA on behalf of 
the Exchange, which are designed to detect violations of Exchange rules 
and applicable federal securities laws.\26\ The Exchange represents 
that these procedures are adequate to properly monitor Exchange trading 
of the Shares in all trading sessions and to deter and detect 
violations of Exchange rules and federal securities laws applicable to 
trading on the Exchange.
---------------------------------------------------------------------------

    \26\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, or the Exchange or both will 
communicate as needed regarding trading in the Shares and underlying 
exchange-traded instruments with other markets and other entities that 
are members of the ISG, and FINRA, on behalf of the Exchange, or the 
Exchange or both may obtain trading information regarding

[[Page 27132]]

trading such securities and exchange-traded instruments from such 
markets and other entities. In addition, the Exchange may obtain 
information regarding trading in such securities and 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.\27\
---------------------------------------------------------------------------

    \27\ For a list of the current members of ISG, see 
www.isgportal.org.
---------------------------------------------------------------------------

    The Adviser will make available daily to FINRA and the Exchange the 
Actual Portfolio of a Fund, upon request, in order to facilitate the 
performance of the surveillances referred to above.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    Commentary .03 to NYSE Arca Rule 8.601-E provides that the Exchange 
will implement and maintain written surveillance procedures for Active 
Proxy Portfolio Shares. As part of these surveillance procedures, the 
Investment Company's investment adviser will upon request by the 
Exchange or FINRA, on behalf of the Exchange, make available to the 
Exchange or FINRA the daily Actual Portfolio holdings of each series of 
Active Proxy Portfolio Shares. The Exchange believes that the ability 
to access the information on an as needed basis will provide it with 
sufficient information to perform the necessary regulatory functions 
associated with listing and trading series of Active Proxy Portfolio 
Shares on the Exchange, including the ability to monitor compliance 
with the initial and continued listing requirements as well as the 
ability to surveil for manipulation of Active Proxy Portfolio Shares.
    The Exchange will utilize its existing procedures to monitor the 
Funds' compliance with the requirements of Rule 8.601-E. For example, 
the Exchange will continue to use intraday alerts that will notify 
Exchange personnel of trading activity throughout the day that may 
indicate that unusual conditions or circumstances are present that 
could be detrimental to the maintenance of a fair and orderly market. 
The Exchange will require from the Trust, upon initial listing and 
periodically thereafter, a representation that it is in compliance with 
Rule 8.601-E. The Exchange notes that Commentary .01 to Rule 8.601-E 
requires the issuer of shares to notify the Exchange of any failure to 
comply with the continued listing requirements of Rule 8.601-E. In 
addition, the Exchange will require the Trust to represent that it will 
notify the Exchange of any failure to comply with the terms of 
applicable exemptive and no-action relief. As part of its surveillance 
procedures, the Exchange will rely on the foregoing procedures to 
become aware of any non-compliance with the requirements of Rule 8.601-
E.
    With respect to the Funds, all statements and representations made 
in this filing regarding (a) the description of the portfolio or 
reference asset, (b) limitations on portfolio holdings or reference 
assets, or (c) the applicability of Exchange listing rules specified in 
this rule filing shall constitute continued listing requirements for 
listing the Shares on the Exchange. The Exchange will obtain a 
representation from the Trust, prior to commencement of trading in the 
Shares of the Funds, that it will advise the Exchange of any failure by 
the Funds to comply with the continued listing requirements, and, 
pursuant to its obligations under Section 19(g)(1) of the Act, the 
Exchange will monitor for compliance with the continued listing 
requirements. If a Fund is not in compliance with the applicable 
listing requirements, the Exchange will commence delisting procedures 
under NYSE Arca Rule 5.5-E(m).
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\28\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\29\ 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.\30\
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f(b).
    \29\ 15 U.S.C. 78f(b)(5).
    \30\ The Exchange represents that, for initial and continued 
listing, the Funds will be in compliance with Rule 10A-3 under the 
Act, as provided by NYSE Arca Rule 5.3-E.
---------------------------------------------------------------------------

    With respect to the proposed listing and trading of Shares of the 
Funds, the Exchange believes that the proposed rule change is designed 
to prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Rule 8.601-E. One 
hundred percent of the value of each Fund's Actual Portfolio (except 
for cash and cash equivalents) at the time of purchase will be listed 
on U.S. or foreign securities exchanges (or, in the limited case of 
futures contracts, U.S. futures exchanges). The listing and trading of 
such U.S. securities is subject to rules of the exchanges on which they 
are listed and traded, as approved by the Commission.
    Each Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order and the holdings will 
be consistent with all requirements in the Application and Exemptive 
Order.\31\
---------------------------------------------------------------------------

    \31\ See note 9, supra.
---------------------------------------------------------------------------

    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares and underlying 
exchange-traded instruments with other markets and other entities that 
are members of the ISG, and the Exchange or FINRA, on behalf of the 
Exchange, or both, may obtain trading information regarding trading 
such securities and exchange-traded instruments from such markets and 
other entities. In addition, the Exchange may obtain information 
regarding trading in the Shares and exchange-traded instruments from 
markets and other entities that are members of ISG or with which the 
Exchange has in place a comprehensive surveillance sharing agreement. 
Any foreign common stocks held by a Fund will be traded on an exchange 
that is a member of the ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
    The daily dissemination of the identity and quantity of Tracking 
Basket component investments, together with the right of Authorized 
Participants to create and redeem each day at the NAV, will be 
sufficient for market participants to value and trade Shares in a 
manner that will not lead to significant deviations between the Bid/Ask 
Price and NAV of the Shares.
    The Funds' 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, a Fund's investments will not be used to seek 
performance that is the multiple or inverse multiple (e.g., 2x or -3x) 
of a Fund's primary broad-based securities benchmark index (as defined 
in Form N-1A).
    With respect to the Funds, the proposed rule change is designed to 
promote just and equitable principles of trade and to protect investors 
and the public interest in that the Exchange will obtain a 
representation from the Trust, prior to commencement of trading in the 
Shares, that the NAV per Share of the Funds will be calculated daily 
and that the NAV, Tracking Basket and Actual Portfolio for each Fund 
will be made

[[Page 27133]]

available to all market participants at the same time. Investors can 
also obtain the Funds' SAI, shareholder reports, and its Form N-CSR, 
Form N-PORT and Form N-CEN. Each Fund's SAI and shareholder reports 
will be available free upon request from a Fund, and those documents 
and the Form N-CSR, Form N-PORT and Form N-CEN may be viewed on-screen 
or downloaded from the Commission's website.
    Commentary .03 to NYSE Arca Rule 8.601-E provides that the Exchange 
will implement and maintain written surveillance procedures for Active 
Proxy Portfolio Shares. As part of these surveillance procedures, the 
Investment Company's investment adviser will, upon request by the 
Exchange or FINRA, on behalf of the Exchange, make available to the 
Exchange or FINRA the daily portfolio holdings of each series of Active 
Proxy Portfolio Shares. The Exchange believes that the ability to 
access the information on an as needed basis will provide it with 
sufficient information to perform the necessary regulatory functions 
associated with listing and trading series of Active Proxy Portfolio 
Shares on the Exchange, including the ability to monitor compliance 
with the initial and continued listing requirements as well as the 
ability to surveil for manipulation of Active Proxy Portfolio Shares. 
With respect to the Funds, the Adviser will make available daily to 
FINRA and the Exchange the portfolio holdings of the Funds upon request 
in order to facilitate the performance of the surveillances referred to 
above.
    The Exchange will utilize its existing procedures to monitor 
compliance with the requirements of Rule 8.601-E. For example, the 
Exchange will continue to use intraday alerts that will notify Exchange 
personnel of trading activity throughout the day that may indicate that 
unusual conditions or circumstances are present that could be 
detrimental to the maintenance of a fair and orderly market. The 
Exchange will require from the Trust, upon initial listing and 
periodically thereafter, a representation that it is in compliance with 
Rule 8.601-E. The Exchange notes that Commentary .01 to Rule 8.601-E 
requires the issuer of shares to notify the Exchange of any failure to 
comply with the continued listing requirements of Rule 8.601-E. In 
addition, the Exchange will require the Trust to represent that it will 
notify the Exchange of any failure to comply with the terms of 
applicable exemptive and no-action relief. The Exchange will rely on 
the foregoing procedures to become aware of any non-compliance with the 
requirements of Rule 8.601-E.
    In addition, with respect to the Funds, a large amount of 
information will be publicly available regarding the Funds and the 
Shares, thereby promoting market transparency.
    Quotation and last sale information for the Shares and U.S. 
exchange-traded instruments (excluding futures contracts) will be 
available via the CTA high-speed line, from the exchanges on which such 
securities trade, or through major market data vendors or subscription 
services. Intraday price information for all exchange-traded 
instruments, which include all eligible instruments except cash and 
cash equivalents, will be available from the exchanges on which they 
trade, or through major market data vendors or subscription services. 
Intraday price information for cash equivalents is available through 
major market data vendors, subscription services and/or pricing 
services.
    The website for the Funds will include a form of the prospectus 
that may be downloaded, and additional data relating to NAV and other 
applicable quantitative information, updated on a daily basis. Trading 
in Shares of the Funds will be halted if the circuit breaker parameters 
in NYSE Arca Rule 7.12-E have been reached or because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. Trading in the Shares will be 
subject to NYSE Arca Rule 8.601-E(d)(2)(D), which sets forth 
circumstances under which Shares of the Funds may be halted. In 
addition, as noted above, investors will have ready access to the Proxy 
Portfolio, and quotation and last sale information for the Shares. The 
Tracking Basket holdings for each Fund (including the identity and 
quantity of investments in the Tracking Basket) will be publicly 
available on the Funds' website before the commencement of trading in 
Shares on each Business Day. The Shares will conform to the initial and 
continued listing criteria under Rule 8.601-E.
    Each Fund's holdings will conform to the permissible investments as 
set forth in the Application and Exemptive Order and the holdings will 
be consistent with all requirements in the Application and Exemptive 
Order.\32\ Any foreign common stocks held by the Funds will be traded 
on an exchange that is a member of the ISG or with which the Exchange 
has in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \32\ See note 9, supra.
---------------------------------------------------------------------------

    The components of each Fund's Actual Portfolio will (a) be listed 
on an exchange and the primary trading session of such exchange will 
trade synchronously with the Exchange's Core Trading Session, as 
defined in Rule 7.34-E(a); (b) with respect to exchange-traded futures, 
be listed on a U.S. futures exchange; or (c) consist of cash and cash 
equivalents.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of actively-managed exchange-traded product that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace. The Exchange will obtain a 
representation from the Trust, prior to commencement of trading in the 
Shares of the Funds, that it will advise the Exchange of any failure by 
the Funds to comply with the continued listing requirements, and, 
pursuant to its obligations under Section 19(g)(1) of the Act, the 
Exchange will monitor for compliance with the continued listing 
requirements. If a Fund is not in compliance with the applicable 
listing requirements, the Exchange will commence delisting procedures 
under NYSE Arca Rule 5.5-E(m).
    As noted above, with respect to the Funds, 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, with 
respect to each Fund, investors will have ready access to information 
regarding the Tracking Basket and quotation and last sale information 
for the Shares.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange believes the 
proposed rule change would permit listing and trading of another type 
of actively-managed ETF that has characteristics different from 
existing actively-managed and index ETFs and would introduce additional 
competition among various ETF products to the benefit of investors.

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

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

[[Page 27134]]

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \33\ and Rule 19b-
4(f)(6) thereunder.\34\
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78s(b)(3)(A).
    \34\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act normally does not become operative for 30 days after the date of 
its filing. However, Rule 19b-4(f)(6)(iii) \35\ permits the Commission 
to designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has 
requested that the Commission waive the 30-day operative delay so that 
the proposal may become operative immediately upon filing. The Exchange 
states that the Commission has previously approved proposed rule 
changes to permit listing and trading on the Exchange of Active Proxy 
Portfolio Shares similar to the Funds.\36\ The Exchange also states 
that the Commission has previously issued a notice of filing and 
immediate effectiveness for a proposed rule change relating to the 
proposed listing on a national securities exchange of other issues of 
Active Proxy Portfolio Shares similar to the Funds.\37\ For these 
reasons, the Commission believes that waiver of the 30-day operative 
delay is consistent with the protection of investors and the public 
interest. Accordingly, the Commission hereby waives the 30-day 
operative delay and designates the proposed rule change operative upon 
filing.\38\
---------------------------------------------------------------------------

    \35\ 17 CFR 240.19b-4(f)(6)(iii).
    \36\ See supra note 8.
    \37\ See Securities Exchange Act Release No. 90686 (December 16, 
2020), 85 FR 83657 (December 22, 2020) (SR-CboeBZX-2020-090) (Notice 
of Filing and Immediate Effectiveness of a Proposed Rule to List and 
Trade Shares of the Invesco Real Assets ESG ETF and the Invesco US 
Large Cap Core ESG ETF, Each a Series of the Invesco Actively 
Managed Exchange-Traded Fund Trust, under Rule 14.11(m) (Tracking 
Fund Shares)).
    \38\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2021-39 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 R-NYSEArca-2021-39. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml.) 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEArca-2021-39 and should be submitted 
on or before June 9, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\39\
---------------------------------------------------------------------------

    \39\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-10499 Filed 5-18-21; 8:45 am]
BILLING CODE 8011-01-P