J.P. Morgan Exchange-Traded Fund Trust, et al., 42926-42927 [2020-15290]
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Federal Register / Vol. 85, No. 136 / Wednesday, July 15, 2020 / Notices
either approve or disapprove, or
institute proceedings to determine
whether to disapprove, the proposed
rule change (File No. SR–NYSEArca–
2020–48).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–15212 Filed 7–14–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33923; File No. 812–15093]
J.P. Morgan Exchange-Traded Fund
Trust, et al.
July 10, 2020.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
khammond on DSKJM1Z7X2PROD with NOTICES
AGENCY:
Notice of an application for an order
under section 6(c) of the Investment
Company Act of 1940 (‘‘Act’’) for an
exemption from sections 2(a)(32),
5(a)(1), and 22(d) 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) of the
Act for an exemption from sections
12(d)(1)(A) and 12(d)(1)(B) of the Act.
Applicants: J.P. Morgan ExchangeTraded Fund Trust (the ‘‘Trust’’), J.P.
Morgan Investment Management Inc.
(the ‘‘Adviser’’) and JPMorgan
Distribution Services, Inc. (the
‘‘Distributor’’).
Summary of Application: Applicants
request an order (‘‘Order’’) that permits:
(a) ActiveShares ETFs (as described in
the Reference Order (as defined below))
to issue shares (‘‘Shares’’) redeemable in
large aggregations only (‘‘creation
units’’); (b) secondary market
transactions in Shares to occur at
negotiated market prices rather than at
net asset value; (c) certain affiliated
persons of an ActiveShares ETF to
deposit securities into, and receive
securities from, the ActiveShares ETF in
connection with the purchase and
redemption of creation units; and (d)
certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
ActiveShares ETFs to acquire Shares of
the ActiveShares ETFs. The Order
would incorporate by reference terms
and conditions of a previous order
6 17
CFR 200.30–3(a)(31).
VerDate Sep<11>2014
17:59 Jul 14, 2020
Jkt 250001
granting the same relief sought by
applicants, as that order may be
amended from time to time (‘‘Reference
Order’’).1
Filing Date: The application was filed
on February 3, 2020.
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 emailing the
Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants
with a copy of the request by email.
Hearing requests should be received by
the Commission by 5:30 p.m. on August
4, 2020, 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 emailing the
Commission’s Secretary at SecretarysOffice@sec.gov.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, SecretarysOffice@sec.gov. Applicants: Gregory S.
Samuels, J.P. Morgan Investment
Management Inc., gregory.s.samuels@
jpmchase.com; Elizabeth A. Davin, J.P.
Morgan Investment Management Inc.,
elizabeth.a.davin@jpmorgan.com; and
Allison M. Fumai, Dechert LLP,
allison.fumai@dechert.com.
FOR FURTHER INFORMATION CONTACT:
Laura J. Riegel, Senior Counsel, at (202)
551–3038 or Trace W. Rakestraw,
Branch Chief, at (202) 551–6825
(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
website by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants
1. The Trust is a statutory trust
organized under the laws of the State of
Delaware and will consist of one or
more series operating as ActiveShares
ETFs. The Trust is registered as an
open-end management investment
company under the Act. Applicants
seek relief with respect to one fund (the
1 Precidian ETFs Trust, et al., Investment
Company Act Release Nos. 33440 (April 8, 2019)
(notice) and 33477 (May 20, 2019) (order).
PO 00000
Frm 00108
Fmt 4703
Sfmt 4703
‘‘Initial Fund’’) and Funds (as defined
below). The Funds will operate as
ActiveShares ETFs as described in the
Reference Order.2
2. The Adviser, a Delaware
corporation, will be the investment
adviser to the Initial Fund. An Adviser
(as defined below) will serve as
investment adviser to each Fund. The
Adviser is, and any other Adviser will
be, registered as an investment adviser
under the Investment Advisers Act of
1940 (‘‘Advisers Act’’). The Adviser may
enter into sub-advisory agreements with
other investment advisers to act as subadvisers with respect to the Funds (each
a ‘‘Sub-Adviser’’). Any Sub-Adviser will
be registered under the Advisers Act.
3. The Distributor is a Delaware
corporation and a broker-dealer
registered under the Securities
Exchange Act of 1934, as amended, and
will act as the principal underwriter of
Shares of the Funds. Applicants request
that the requested relief apply to any
distributor of Shares, whether affiliated
or unaffiliated with the Adviser and/or
Sub-Adviser (included in the term
‘‘Distributor’’). Any Distributor will
comply with the terms and conditions
of the Order.
Applicants’ Requested Exemptive Relief
4. Applicants seek the requested
Order under section 6(c) of the Act for
an exemption from sections 2(a)(32),
5(a)(1), and 22(d) 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) of the
Act for an exemption from sections
12(d)(1)(A) and 12(d)(1)(B) of the Act.
The requested Order would permit
applicants to offer ActiveShares ETFs.
Because the relief requested is the same
as the relief granted by the Commission
under the Reference Order and because
the Adviser has entered into a licensing
agreement with Precidian Funds LLC in
order to offer ActiveShares ETFs,3 the
Order would incorporate by reference
the terms and conditions of the
Reference Order.
5. Applicants request that the Order
apply to the Initial Fund and to any
other existing or future open-end
2 To facilitate arbitrage, an ActiveShares ETF
disseminates a ‘‘verified intraday indicative value’’
or ‘‘VIIV,’’ reflecting the value of its portfolio
holdings, calculated every second during the
trading day. To protect the identity and weightings
of its portfolio holdings, an ActiveShares ETF sells
and redeems its Shares in creation units to
authorized participants only through an unaffiliated
broker-dealer acting on an agency basis.
3 Aspects of the Funds are covered by intellectual
property rights, including but not limited to those
which are described in one or more patent
applications.
E:\FR\FM\15JYN1.SGM
15JYN1
Federal Register / Vol. 85, No. 136 / Wednesday, July 15, 2020 / Notices
management investment company or
series thereof that: (a) Is advised by the
Adviser or any entity controlling,
controlled by, or under common control
with the Adviser (any such entity
included in the term ‘‘Adviser’’); (b)
operates as an ActiveShares ETF as
described in the Reference Order; and
(c) complies with the terms and
conditions of the Order and of the
Reference Order, which is incorporated
by reference into the Order (each such
company or series and the Initial Fund,
a ‘‘Fund’’).4
6. Section 6(c) of the Act provides that
the Commission may exempt any
person, security or transaction, or any
class of persons, securities or
transactions, from any provisions of the
Act, if and to the extent that 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 17(b)
of the Act authorizes the Commission to
exempt a proposed transaction from
section 17(a) of the Act if evidence
establishes that the terms of the
transaction, including the consideration
to be paid or received, are reasonable
and fair and do not involve
overreaching on the part of any person
concerned, and the transaction is
consistent with the policies of the
registered investment company and the
general purposes 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 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.
Applicants submit that for the reasons
stated in the Reference Order the
requested relief meets the exemptive
standards under sections 6(c), 17(b) and
12(d)(1)(J) of the Act.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–15290 Filed 7–14–20; 8:45 am]
khammond on DSKJM1Z7X2PROD with NOTICES
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–89270; File No. SR–FICC–
2020–007]
Self-Regulatory Organizations; Fixed
Income Clearing Corporation; Notice of
Filing and Immediate Effectiveness of
a Proposed Rule Change To Amend
the Clearing Agency Risk Management
Framework
July 9, 2020.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on July 7,
2020, Fixed Income Clearing
Corporation (‘‘FICC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the clearing agency. FICC filed the
proposed rule change pursuant to
Section 19(b)(3)(A) of the Act 3 and Rule
19b–4(f)(6) thereunder.4 The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
The proposed rule change consists of
amendments to the Clearing Agency
Risk Management Framework (‘‘Risk
Management Framework’’ or
‘‘Framework’’) of FICC and its affiliates,
National Securities Clearing Corporation
(‘‘NSCC’’) and The Depository Trust
Company (‘‘DTC,’’ and together with
NSCC and FICC, the ‘‘Clearing
Agencies’’). Specifically, the proposed
rule change would (1) include a
description of a set of policies that
addresses the Clearing Agencies’
compliance with Rule 17Ad–22(e)(22) of
the Standards for Covered Clearing
Agencies (‘‘Standards’’), under the Act,5
(2) update the Risk Management
Framework to reflect recent changes to
certain processes and other matters
described in the Framework, and
changes to the status of documents
identified in the Framework; and (3)
clarify the descriptions of certain
matters within the Framework to
improve comprehensiveness and correct
errors, as further described below.
4 All entities that currently intend to rely on the
Order are named as applicants. Any other entity
that relies on the Order in the future will comply
with the terms and conditions of the Order and of
the Reference Order, which is incorporated by
reference into the Order.
VerDate Sep<11>2014
17:59 Jul 14, 2020
Jkt 250001
PO 00000
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6).
5 17 CFR 240.17Ad–22(e)(22).
2 17
Frm 00109
Fmt 4703
Sfmt 4703
42927
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the
clearing agency 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 these
statements may be examined at the
places specified in Item IV below. The
clearing agency has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
1. Purpose
The Clearing Agencies adopted the
Risk Management Framework 6 to
provide an outline for how each of the
Clearing Agencies (i) maintains a wellfounded, clear, transparent and
enforceable legal basis for each aspect of
its activities; (ii) comprehensively
manages legal, credit, liquidity,
operational, general business,
investment, custody, and other risks
that arise in or are borne by it; (iii)
identifies, monitors, and manages risks
related to links it establishes with one
or more clearing agencies, financial
market utilities, or trading markets; and
(iv) meets the requirements of its
participants and the markets it serves
efficiently and effectively. In this way,
the Risk Management Framework
currently supports the Clearing
Agencies’ compliance with Rules 17Ad–
22(e)(1), (3), (20) and (21) of the
Standards,7 as described in the Initial
Filing. In addition to setting forth the
manner in which each of the Clearing
Agencies addresses these requirements,
the Risk Management Framework also
contains a section titled ‘‘Framework
Ownership and Change Management’’
that, among other matters, describes the
Framework ownership and the required
governance process for review and
approval of changes to the Framework.
In connection with the annual review
and approval of the Framework by the
Board of Directors of each of NSCC, DTC
and FICC (each a ‘‘Board’’ and
collectively, the ‘‘Boards’’), the Clearing
Agencies are proposing to make certain
revisions to the Framework.
The proposed changes would add a
new Section 4.4 to describe a policy and
a communication standard document
6 See Securities Exchange Act Release No. 81635
(September 15, 2017), 82 FR 44224 (September 21,
2017) (SR–DTC–2017–013; SR–NSCC–2017–012;
SR–FICC–2017–016) (‘‘Initial Filing’’).
7 17 CFR 240.17Ad–22(e)(1), (3), (20) and (21).
E:\FR\FM\15JYN1.SGM
15JYN1
]]>Agencies
[Federal Register Volume 85, Number 136 (Wednesday, July 15, 2020)]
[Notices]
[Pages 42926-42927]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-15290]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33923; File No. 812-15093]
J.P. Morgan Exchange-Traded Fund Trust, et al.
July 10, 2020.
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 (``Act'') for an exemption from sections
2(a)(32), 5(a)(1), and 22(d) 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) of the
Act for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the
Act.
Applicants: J.P. Morgan Exchange-Traded Fund Trust (the ``Trust''),
J.P. Morgan Investment Management Inc. (the ``Adviser'') and JPMorgan
Distribution Services, Inc. (the ``Distributor'').
Summary of Application: Applicants request an order (``Order'')
that permits: (a) ActiveShares ETFs (as described in the Reference
Order (as defined below)) to issue shares (``Shares'') redeemable in
large aggregations only (``creation units''); (b) secondary market
transactions in Shares to occur at negotiated market prices rather than
at net asset value; (c) certain affiliated persons of an ActiveShares
ETF to deposit securities into, and receive securities from, the
ActiveShares ETF in connection with the purchase and redemption of
creation units; and (d) certain registered management investment
companies and unit investment trusts outside of the same group of
investment companies as the ActiveShares ETFs to acquire Shares of the
ActiveShares ETFs. The Order would incorporate by reference terms and
conditions of a previous order granting the same relief sought by
applicants, as that order may be amended from time to time (``Reference
Order'').\1\
---------------------------------------------------------------------------
\1\ Precidian ETFs Trust, et al., Investment Company Act Release
Nos. 33440 (April 8, 2019) (notice) and 33477 (May 20, 2019)
(order).
---------------------------------------------------------------------------
Filing Date: The application was filed on February 3, 2020.
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 emailing the Commission's
Secretary at [email protected] and serving applicants with a
copy of the request by email. Hearing requests should be received by
the Commission by 5:30 p.m. on August 4, 2020, 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 emailing the Commission's Secretary at [email protected].
ADDRESSES: Secretary, U.S. Securities and Exchange Commission,
[email protected]. Applicants: Gregory S. Samuels, J.P. Morgan
Investment Management Inc., [email protected]; Elizabeth
A. Davin, J.P. Morgan Investment Management Inc.,
[email protected]; and Allison M. Fumai, Dechert LLP,
[email protected].
FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at
(202) 551-3038 or Trace W. Rakestraw, Branch Chief, at (202) 551-6825
(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 website by searching for the file number, or for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Applicants
1. The Trust is a statutory trust organized under the laws of the
State of Delaware and will consist of one or more series operating as
ActiveShares ETFs. The Trust is registered as an open-end management
investment company under the Act. Applicants seek relief with respect
to one fund (the ``Initial Fund'') and Funds (as defined below). The
Funds will operate as ActiveShares ETFs as described in the Reference
Order.\2\
---------------------------------------------------------------------------
\2\ To facilitate arbitrage, an ActiveShares ETF disseminates a
``verified intraday indicative value'' or ``VIIV,'' reflecting the
value of its portfolio holdings, calculated every second during the
trading day. To protect the identity and weightings of its portfolio
holdings, an ActiveShares ETF sells and redeems its Shares in
creation units to authorized participants only through an
unaffiliated broker-dealer acting on an agency basis.
---------------------------------------------------------------------------
2. The Adviser, a Delaware corporation, will be the investment
adviser to the Initial Fund. An Adviser (as defined below) will serve
as investment adviser to each Fund. The Adviser is, and any other
Adviser will be, registered as an investment adviser under the
Investment Advisers Act of 1940 (``Advisers Act''). The Adviser may
enter into sub-advisory agreements with other investment advisers to
act as sub-advisers with respect to the Funds (each a ``Sub-Adviser'').
Any Sub-Adviser will be registered under the Advisers Act.
3. The Distributor is a Delaware corporation and a broker-dealer
registered under the Securities Exchange Act of 1934, as amended, and
will act as the principal underwriter of Shares of the Funds.
Applicants request that the requested relief apply to any distributor
of Shares, whether affiliated or unaffiliated with the Adviser and/or
Sub-Adviser (included in the term ``Distributor''). Any Distributor
will comply with the terms and conditions of the Order.
Applicants' Requested Exemptive Relief
4. Applicants seek the requested Order under section 6(c) of the
Act for an exemption from sections 2(a)(32), 5(a)(1), and 22(d) 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) of the Act for an exemption from sections
12(d)(1)(A) and 12(d)(1)(B) of the Act. The requested Order would
permit applicants to offer ActiveShares ETFs. Because the relief
requested is the same as the relief granted by the Commission under the
Reference Order and because the Adviser has entered into a licensing
agreement with Precidian Funds LLC in order to offer ActiveShares
ETFs,\3\ the Order would incorporate by reference the terms and
conditions of the Reference Order.
---------------------------------------------------------------------------
\3\ Aspects of the Funds are covered by intellectual property
rights, including but not limited to those which are described in
one or more patent applications.
---------------------------------------------------------------------------
5. Applicants request that the Order apply to the Initial Fund and
to any other existing or future open-end
[[Page 42927]]
management investment company or series thereof that: (a) Is advised by
the Adviser or any entity controlling, controlled by, or under common
control with the Adviser (any such entity included in the term
``Adviser''); (b) operates as an ActiveShares ETF as described in the
Reference Order; and (c) complies with the terms and conditions of the
Order and of the Reference Order, which is incorporated by reference
into the Order (each such company or series and the Initial Fund, a
``Fund'').\4\
---------------------------------------------------------------------------
\4\ All entities that currently intend to rely on the Order are
named as applicants. Any other entity that relies on the Order in
the future will comply with the terms and conditions of the Order
and of the Reference Order, which is incorporated by reference into
the Order.
---------------------------------------------------------------------------
6. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction, or any class of persons,
securities or transactions, from any provisions of the Act, if and to
the extent that 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 17(b) of the Act authorizes the Commission to exempt a proposed
transaction from section 17(a) of the Act if evidence establishes that
the terms of the transaction, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned, and the transaction is consistent
with the policies of the registered investment company and the general
purposes 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 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. Applicants submit that for
the reasons stated in the Reference Order the requested relief meets
the exemptive standards under sections 6(c), 17(b) and 12(d)(1)(J) of
the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-15290 Filed 7-14-20; 8:45 am]
BILLING CODE 8011-01-P
