Notice2021-28234
Capital Group ETF Trust, et al.
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 29, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 247 (Wednesday, December 29, 2021)</title>
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[Federal Register Volume 86, Number 247 (Wednesday, December 29, 2021)]
[Notices]
[Pages 74114-74115]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-28234]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34446; File No. 812-15225]
Capital Group ETF Trust, et al.
December 22, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
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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 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: Capital Group ETF Trust (the ``Trust''), Capital Research
and Management Company (the ``Adviser''), and American Funds
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\
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\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''), and 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 April 30, 2021, 2021 and
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amended on June 14, 2021 and August 25, 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 <a href="/cdn-cgi/l/email-protection#01526462736475607378722c4e6767686264417264622f666e77"><span class="__cf_email__" data-cfemail="6330060011061702111a104e2c05050a0006231006004d040c15">[email protected]</span></a> 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 January 17, 2022, 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 <a href="/cdn-cgi/l/email-protection#85d6e0e6f7e0f1e4f7fcf6a8cae3e3ece6e0c5f6e0e6abe2eaf3"><span class="__cf_email__" data-cfemail="7526101607100114070c06583a13131c1610350610165b121a03">[email protected]</span></a>.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission,
<a href="/cdn-cgi/l/email-protection#7427111706110015060d07593b12121d1711340711175a131b02"><span class="__cf_email__" data-cfemail="3d6e585e4f58495c4f444e10725b5b545e587d4e585e135a524b">[email protected]</span></a>. Applicants: Naseem Nixon, Capital Research
Management Company, 333 South Hope Street, 50th Floor, Los Angeles, CA
90071; Michael W. Mundt, Stradley Ronon Stevens & Young, LLP, 2000 K
Street NW, Suite 700, Washington, DC 20006.
FOR FURTHER INFORMATION CONTACT: Thankam A. Varghese, Senior Counsel or
Joseph Toner, Acting Branch Chief (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 <a href="https://www.sec.gov/search/search.htm">https://www.sec.gov/search/search.htm</a> or by calling (202) 551-8090.
Applicants
1. The Trust is a statutory trust organized under the laws of
Delaware 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\
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\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.
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2. The Adviser, a Delaware corporation, 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 the Funds. The Adviser is, and any other Adviser will be,
registered as an investment adviser under the Investment Advisers Act
of 1940
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(``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 California 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 Initial Fund.
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 LLC, 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.
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\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).
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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\
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\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.
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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 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. 2021-28234 Filed 12-28-21; 8:45 am]
BILLING CODE 8011-01-P
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