SEC Division of Corporation Finance no-action letter: American Century ETF Trust

Dec. 13, 2019

December 12, 2019

Response of the Office of Mergers and Acquisitions Division of Corporation Finance

Ashley Bergus
American Century Investments
Ashley_Bergus@americancentury.com

RE: American Century ETF Trust
Request for Exemptive Relief from Rule 14e-5

Dear Ms. Bergus:

We are responding to your letter requesting exemptive relief dated December 12, 2019 and addressed to Ted Yu and Daniel F. Duchovny. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to a copy of your correspondence. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your correspondence.

On the basis of the representations made and the facts presented in your December 12, 2019 letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5.

We note in particular that our grant of relief is conditioned upon the following:

• no purchases of subject securities or related securities made by broker-dealers acting as dealer-managers of a tender offer would be effected for the purpose of facilitating a tender offer;
• any purchases of a portfolio security by a dealer-manager during a tender offer will be effected as adjustments to a basket of securities in the ordinary course of business as a result of a change in the composition of the Fund’s portfolio; and
• except for the relief specifically granted herein, any broker-dealer acting as a dealer-manager of a tender offer will comply with Exchange Act Rule 14e-5.

This exemptive relief is based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.

Sincerely,

For the Commission,

By the Division of Corporation Finance pursuant to delegated authority,

/s/ Ted Yu

Ted Yu
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Last Reviewed or Updated: Dec. 12, 2019

Resources

• Exemptive Order
• Incoming Letter