Columbia ETF Trust I, et al., 41526-41528 [2021-16373]

Download as PDF 41526 Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices questions, contact the individuals listed in the FOR FURTHER INFORMATION CONTACT section of this document. • Mail comments to: Office of Administration, Mail Stop: TWFN–7– A60M, U.S. Nuclear Regulatory Commission, Washington, DC 20555– 0001, ATTN: Program Management, Announcements and Editing Staff. For additional direction on obtaining information and submitting comments, see ‘‘Obtaining Information and Submitting Comments’’ in the SUPPLEMENTARY INFORMATION section of this document. FOR FURTHER INFORMATION CONTACT: Michael Eudy, Office of Nuclear Regulatory Research, telephone: 301– 415–3104, email: Michael.Eudy@ nrc.gov, Ronaldo Jenkins, Office of Nuclear Regulatory Research, telephone: 301–415–6978, email: Ronaldo.Jenkins@ nrc.gov, and Kenneth See, Office of Nuclear Reactor Regulation, telephone: 301–415–1508, email: Kenneth.See@ nrc.gov. They are all staff of the U.S. Nuclear Regulatory Commission, Washington, DC 20555–0001. SUPPLEMENTARY INFORMATION: khammond on DSKJM1Z7X2PROD with NOTICES I. Obtaining Information and Submitting Comments A. Obtaining Information Please refer to Docket ID NRC–2021– 0147 when contacting the NRC about the availability of information for this action. You may obtain publicly available information related to this action by any of the following methods: • Federal Rulemaking Website: Go to https://www.regulations.gov and search for Docket ID NRC–2021–0147. • NRC’s Agencywide Documents Access and Management System (ADAMS): You may obtain publicly available documents online in the ADAMS Public Documents collection at https://www.nrc.gov/reading-rm/ adams.html. To begin the search, select ‘‘Begin Web-based ADAMS Search.’’ For problems with ADAMS, please contact the NRC’s Public Document Room (PDR) reference staff at 1–800–397–4209, 301– 415–4737, or by email to pdr.resource@ nrc.gov. The ADAMS accession number for each document referenced (if it is available in ADAMS) is provided the first time that it is mentioned in this document. • Attention: The PDR, where you may examine and order copies of public documents, is currently closed. You may submit your request to the PDR via email at pdr.resource@nrc.gov or call 1– 800–397–4209 or 301–415–4737, between 8:00 a.m. and 4:00 p.m. (ET), Monday through Friday, except Federal holidays. VerDate Sep<11>2014 17:21 Jul 30, 2021 Jkt 253001 B. Submitting Comments The NRC encourages electronic comment submission through the Federal Rulemaking website (https:// www.regulations.gov). Please include Docket ID NRC–2021–0147 in your comment submission. The NRC cautions you not to include identifying or contact information that you do not want to be publicly disclosed in your comment submission. The NRC will post all comment submissions at https:// www.regulations.gov as well as enter the comment submissions into ADAMS. The NRC does not routinely edit comment submissions to remove identifying or contact information. If you are requesting or aggregating comments from other persons for submission to the NRC, then you should inform those persons not to include identifying or contact information that they do not want to be publicly disclosed in their comment submission. Your request should state that the NRC does not routinely edit comment submissions to remove such information before making the comment submissions available to the public or entering the comment into ADAMS. II. Additional Information The NRC is issuing for public comment a DG in the NRC’s ‘‘Regulatory Guide’’ series. This series was developed to describe, and make available to the public, information regarding methods that are acceptable to the NRC staff for implementing specific parts of the NRC’s regulations, techniques that the staff uses in evaluating specific issues or postulated events, and data that the staff needs in its review of applications for permits and licenses. This proposed Revision 3 to RG 1.91, entitled ‘‘Evaluations of Explosions Postulated to Occur at Nearby Facilities and on Transportation Routes Near Nuclear Power Plants,’’ is temporarily identified by its task number, DG–1388 (ADAMS Accession No. ML21105A439). The staff is also issuing for public comment a draft regulatory analysis (ADAMS Accession No. ML21105A438). The NRC published Revision 2 of RG 1.91, ‘‘Evaluations of Explosions Postulated to Occur on Transportation Routes near Nuclear Power Plants,’’ in April 2013 to provide licensees and applicants with agency-approved guidance regarding methods acceptable to the NRC staff for determining if the risk of damage at the site caused by an accidental explosion at a nearby facility or on a transportation route is sufficiently high to warrant a detailed PO 00000 Frm 00094 Fmt 4703 Sfmt 4703 investigation to ensure safety-related systems, structures, and components are unaffected. The current version of RG 1.91 (Revision 2) does not reflect the changes and updates with respect to the following NRC report or current methodologies as appropriate. This proposed revision (Revision 3) reflects updates with information pertinent to addressing the recommendations of the NRC report entitled, ‘‘Report of the U.S. Nuclear Regulatory Commission Expert Evaluation Team on Concerns Pertaining to Gas Transmission Lines Near the Indian Point Nuclear Power Plant.’’ (ADAMS Accession No. ML20100F635) issued in April 2020 and current methodologies as appropriate. III. Backfitting, Forward Fitting, and Issue Finality DG–1388, if finalized, would not constitute backfitting as defined in section 50.109 of title 10 of the Code of Federal Regulations (10 CFR), ‘‘Backfitting,’’ and as described in NRC Management Directive (MD) 8.4, ‘‘Management of Backfitting, Forward Fitting, Issue Finality, and Information Requests’’ (ADAMS Accession No. ML18093B087); would not constitute forward fitting as that term is defined and described in MD 8.4; and would not affect the issue finality of any approval issued under 10 CFR part 52, ‘‘Licenses, Certificates, and Approvals for Nuclear Power Plants.’’ As explained in DG– 1388, applicants and licensees are not required to comply with the positions set forth in DG–1388. Dated: July 27, 2021. For the Nuclear Regulatory Commission. Meraj Rahimi, Chief, Regulatory Guidance and Programs, Management Branch, Division of Engineering, Office of Nuclear Regulatory Research. [FR Doc. 2021–16340 Filed 7–30–21; 8:45 am] BILLING CODE 7590–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34345; File No. 812–15239] Columbia ETF Trust I, et al. July 27, 2021. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. 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), 22(d) and 22(e) of the Act and E:\FR\FM\02AUN1.SGM 02AUN1 Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices khammond on DSKJM1Z7X2PROD with NOTICES rule 22c–1 under the Act, and 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: Columbia ETF Trust I (the ‘‘Trust’’), Columbia Management Investment Advisers, LLC (the ‘‘Adviser’’), and Columbia Management Investment Distributors, Inc. (the ‘‘Distributor’’). SUMMARY OF APPLICATION: Applicants request an order (‘‘Order’’) that permits: (a) The Funds (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 Funds to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; and (d) certain affiliated persons of a Fund to deposit securities into, and receive securities from, the Fund in connection with the purchase and redemption of creation units. The relief in the Order would incorporate by reference terms and conditions of the same relief of a previous order 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 June 16, 2021 and amended on July 1, 2021. 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 23, 2021, 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– 1 Fidelity Beach Street Trust, et al., Investment Company Act Rel. Nos. 33683 (Nov. 14, 2019) (notice) and 33712 (Dec. 10, 2019) (order). Applicants are not seeking relief 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 ‘‘Section 12(d)(1) Relief’’), or relief 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 relating to the Section 12(d)(1) Relief, except as necessary to allow a Fund’s receipt of Representative ETFs included in its Tracking Basket solely for purposes of effecting transactions in Creation Units (as these terms are defined in the Reference Order), notwithstanding the limits of Rule 12d1–4(b)(3). Accordingly, to the extent the terms and conditions of the Reference Order relate to such relief, they are not incorporated by reference herein other than with respect to such limited exception. VerDate Sep<11>2014 17:21 Jul 30, 2021 Jkt 253001 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 Secretarys-Office@sec.gov. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, SecretarysOffice@sec.gov. Applicants: Joseph D’Alessandro, Columbia Management Investment Distributors, Inc., joseph.l.dalessandro@ampf.com. FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at (202) 551–6915 or Lisa Reid Ragen, 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 Massachusetts business trust and will consist of one or more series operating as a Fund. The Trust is registered as an open-end management investment company under the Act. Applicants seek relief with respect to Funds (as defined below), including the initial Fund (the ‘‘Initial Fund’’). The Funds will offer exchange-traded shares utilizing active management investment strategies as contemplated by the Reference Order.2 2. The Adviser, a Minnesota limited liability company, will be the investment adviser to the Initial Fund. Subject to approval by the Trust’s board of trustees, 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’’). An 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 to a Fund will be registered under the Advisers Act. 3. The Distributor is a Delaware corporation and a broker-dealer registered under the Securities 2 To facilitate arbitrage, among other things, each day a Fund will publish a basket of securities and cash that, while different from the Fund’s portfolio, is designed to closely track its daily performance. PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 41527 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), 22(d) and 22(e) of the Act and rule 22c–1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act and under Section 12(d)(1)(J) 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 Funds that operate as contemplated by the Reference Order. Because the relief requested is the same as certain of the relief granted by the Commission under the Reference Order and because the Adviser has entered into a licensing agreement with Fidelity Management & Research Company, or an affiliate thereof, in order to offer Funds that operate as contemplated by the Reference Order,3 the Order would incorporate by reference the terms and conditions of the same relief of the Reference Order. 5. Applicants request that the Order apply to the Initial Fund and to any other existing or future registered openend 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) offers exchange-traded shares utilizing active management investment strategies as contemplated by the Reference Order; and (c) complies with the terms and conditions of the Order and the terms and conditions of the Reference Order that are incorporated by reference into the Order (each such company or series and each 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 3 Certain aspects of how the Funds will operate (as described in the Reference Order) are the intellectual property of Fidelity Management & Research Company (or its affiliates). 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 the terms and conditions of the Reference Order that are incorporated by reference into the Order. E:\FR\FM\02AUN1.SGM 02AUN1 41528 Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices 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 or classes of persons, securities or transactions, from any provision of section 12(d)(1) if the exemption is consistent with the public interest and the protection of investors. 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. 2021–16373 Filed 7–30–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–349, OMB Control No. 3235–0395] Proposed Collection; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 khammond on DSKJM1Z7X2PROD with NOTICES Extension: Rule 15g–6 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the existing collection of information provided for in Rule 15g–6—Account Statements for Penny Stock Customers—(17 CFR 240.15g–6) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). The Commission VerDate Sep<11>2014 17:21 Jul 30, 2021 Jkt 253001 plans to submit this existing collection of information to the Office of Management and Budget (‘‘OMB’’) for extension and approval. Rule 15g–6 requires brokers and dealers that sell penny stocks to provide their customers monthly account statements containing information with regard to the penny stocks held in customer accounts. The purpose of the rule is to increase the level of disclosure to investors concerning penny stocks generally and specific penny stock transactions. The Commission estimates that approximately 178 broker-dealers will spend an average of approximately 78 hours annually to comply with this rule. Thus, the total compliance burden is approximately 13,884 burden-hours per year. Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; (b) the accuracy of the Commission’s estimates of the burden of the proposed collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. Please direct your written comments to: David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F Street NE, Washington, DC 20549, or send an email to: PRA_ Mailbox@sec.gov. Dated: July 28, 2021. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–16409 Filed 7–30–21; 8:45 am] BILLING CODE 8011–01–P PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–330, OMB Control No. 3235–0372] Proposed Collection; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, Washington, DC 20549–0213 Extension: Rule 15c2–12 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the existing collection of information provided for in Rule 15c2–12— Municipal Securities Disclosure (17 CFR 240.15c2–12) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (‘‘Exchange Act’’). The Commission plans to submit this existing collection of information to the Office of Management and Budget (‘‘OMB’’) for extension and approval. Paragraph (b) of Rule 15c2–12 requires underwriters of municipal securities: (1) To obtain and review an official statement ‘‘deemed final’’ by an issuer of the securities, except for the omission of specified information prior to making a bid, purchase, offer, or sale of municipal securities; (2) in noncompetitively bid offerings, to send, upon request, a copy of the most recent preliminary official statement (if one exists) to potential customers; (3) to contract with the issuer to receive, within a specified time, sufficient copies of the final official statement to comply with Rule 15c2–12’s delivery requirement and the rules of the Municipal Securities Rulemaking Board (‘‘MSRB’’); (4) to send, upon request, a copy of the final official statement to potential customers for a specified period of time; and (5) before purchasing or selling municipal securities in connection with an offering, to reasonably determine that the issuer or the obligated person has undertaken, in a written agreement or contract, for the benefit of holders of such municipal securities, to provide certain information on a continuing basis to the MSRB in an electronic format as prescribed by the MSRB. The information to be provided consists of: (1) Certain annual financial and operating information and audited financial statements (‘‘annual filings’’); (2) notices of the occurrence of any of 16 specific events (‘‘event notices’’); and (3) notices of the failure of an issuer or E:\FR\FM\02AUN1.SGM 02AUN1

Agencies

[Federal Register Volume 86, Number 145 (Monday, August 2, 2021)]
[Notices]
[Pages 41526-41528]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-16373]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34345; File No. 812-15239]


Columbia ETF Trust I, et al.

July 27, 2021.
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), 22(d) and 22(e) of the Act and

[[Page 41527]]

rule 22c-1 under the Act, and 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:  Columbia ETF Trust I (the ``Trust''), Columbia Management 
Investment Advisers, LLC (the ``Adviser''), and Columbia Management 
Investment Distributors, Inc. (the ``Distributor'').

Summary of Application:  Applicants request an order (``Order'') that 
permits: (a) The Funds (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 Funds to pay 
redemption proceeds, under certain circumstances, more than seven days 
after the tender of Shares for redemption; and (d) certain affiliated 
persons of a Fund to deposit securities into, and receive securities 
from, the Fund in connection with the purchase and redemption of 
creation units. The relief in the Order would incorporate by reference 
terms and conditions of the same relief 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\ Fidelity Beach Street Trust, et al., Investment Company Act 
Rel. Nos. 33683 (Nov. 14, 2019) (notice) and 33712 (Dec. 10, 2019) 
(order). Applicants are not seeking relief 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 ``Section 12(d)(1) Relief''), or relief 
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 relating to the Section 
12(d)(1) Relief, except as necessary to allow a Fund's receipt of 
Representative ETFs included in its Tracking Basket solely for 
purposes of effecting transactions in Creation Units (as these terms 
are defined in the Reference Order), notwithstanding the limits of 
Rule 12d1-4(b)(3). Accordingly, to the extent the terms and 
conditions of the Reference Order relate to such relief, they are 
not incorporated by reference herein other than with respect to such 
limited exception.

Filing Date:  The application was filed on June 16, 2021 and amended on 
---------------------------------------------------------------------------
July 1, 2021.

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 23, 2021, 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: Joseph D'Alessandro, Columbia 
Management Investment Distributors, Inc., 
[email protected].

FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at 
(202) 551-6915 or Lisa Reid Ragen, 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 Massachusetts business trust and will consist of 
one or more series operating as a Fund. The Trust is registered as an 
open-end management investment company under the Act. Applicants seek 
relief with respect to Funds (as defined below), including the initial 
Fund (the ``Initial Fund''). The Funds will offer exchange-traded 
shares utilizing active management investment strategies as 
contemplated by the Reference Order.\2\
---------------------------------------------------------------------------

    \2\ To facilitate arbitrage, among other things, each day a Fund 
will publish a basket of securities and cash that, while different 
from the Fund's portfolio, is designed to closely track its daily 
performance.
---------------------------------------------------------------------------

    2. The Adviser, a Minnesota limited liability company, will be the 
investment adviser to the Initial Fund. Subject to approval by the 
Trust's board of trustees, 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''). An 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 to a Fund 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), 22(d) and 22(e) 
of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) 
of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the 
Act and under Section 12(d)(1)(J) 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 Funds that operate as contemplated by 
the Reference Order. Because the relief requested is the same as 
certain of the relief granted by the Commission under the Reference 
Order and because the Adviser has entered into a licensing agreement 
with Fidelity Management & Research Company, or an affiliate thereof, 
in order to offer Funds that operate as contemplated by the Reference 
Order,\3\ the Order would incorporate by reference the terms and 
conditions of the same relief of the Reference Order.
---------------------------------------------------------------------------

    \3\ Certain aspects of how the Funds will operate (as described 
in the Reference Order) are the intellectual property of Fidelity 
Management & Research Company (or its affiliates).
---------------------------------------------------------------------------

    5. Applicants request that the Order apply to the Initial Fund and 
to any other existing or future registered open-end 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) offers exchange-traded shares utilizing active 
management investment strategies as contemplated by the Reference 
Order; and (c) complies with the terms and conditions of the Order and 
the terms and conditions of the Reference Order that are incorporated 
by reference into the Order (each such company or series and each 
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 the terms and conditions of the Reference Order that are 
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

[[Page 41528]]

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 or classes of 
persons, securities or transactions, from any provision of section 
12(d)(1) if the exemption is consistent with the public interest and 
the protection of investors. 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. 2021-16373 Filed 7-30-21; 8:45 am]
BILLING CODE 8011-01-P
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