Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 8935 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90684 

(December 16, 2020) 85 FR 83637 (December 22, 

2020) (SR–CboeBZX–2020–091) (the ‘‘Initial 

Filing’’). 

The hour burden estimates for preparing 

and filing reports on Form N–14 are 

based on the Commission’s experience 

with the contents of the form. The 

number of burden hours may vary 

depending on, among other things, the 

complexity of the filing and whether 

preparation of the forms is performed by 

internal staff or outside counsel. 

The amendments to Form N–14 to 

permit BDCs to incorporate certain 

information by reference into that form 

to the same extent as registered closedend fund are expected to decrease the 

burden and costs for BDCs that prepare 

and file Forms N–14. As summarized in 

Table 1 above, we estimate that the total 

internal burden associated with N–14 

will be 125,260 hours, at a cost of 

approximately $37,856,382. 

The public may view the background 

documentation for this information 

collection at the following website, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: 

Lindsay.M.Abate@omb.eop.gov; and (ii) 

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. Written comments 

and recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to www.reginfo.gov/public/do/ 

PRAMain. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. 

Dated: February 4, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02687 Filed 2–9–21; 8:45 am] 

BILLING CODE 8011–01–C 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91064; File No. SR– 

CboeBZX–2021–014] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing of 

a Proposed Rule Amendment To Allow 

the Invesco Focused Discovery 

Growth ETF and Invesco Select 

Growth ETF (Each a ‘‘Fund’’ and, 

Collectively, the ‘‘Funds’’), Each a 

Series of the Invesco Actively 

Managed Exchange-Traded Fund Trust 

(the ‘‘Trust’’), To Strike and Publish 

Multiple Intra-Day Net Asset Values 

(‘‘NAVs’’) and an End-of-Day NAV 

February 4, 2021. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

22, 2021, Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) filed with the 

Securities and Exchange Commission 

(the ‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule 

amendment to allow the Invesco 

Focused Discovery Growth ETF and 

Invesco Select Growth ETF (each a 

‘‘Fund’’ and, collectively, the ‘‘Funds’’), 

each a series of the Invesco Actively 

Managed Exchange-Traded Fund Trust 

(the ‘‘Trust’’), to strike and publish 

multiple intra-day net asset values 

(‘‘NAVs’’) and an end-of-day NAV. The 

shares of each Fund (the ‘‘Shares’’) 

would continue to comply with all of 

the listing standards set forth under 

Rule 14.11(m). 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/bzx/), at 

the Exchange’s Office of the Secretary, 

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 

Exchange 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 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposed and the 

Commission approved a rule to permit 

the listing and trading of the Shares of 

each Fund.3 On December 22, 2020, the 

Exchange commenced trading in the 

Shares of each Fund. The Exchange now 

proposes to continue listing and trading 

the Shares of each Fund pursuant to 

Rule 14.11(m) and to permit the Funds 

to strike and publish multiple intra-day 

NAVs and an end-of-day NAV. This 

proposal is designed to provide the 

marketplace with additional 

information about the Funds and their 

respective holdings and the Exchange 

believes it will allow market 

participants to better estimate the value 

each Fund’s underlying holdings, assess 

their risk, and provide additional 

certainty around intra-day price and 

hedging for the Funds’ shares. 

The NAV represents the value of a 

fund’s assets minus its liabilities 

divided by the number of shares 

outstanding and is used in valuing 

exchange-traded products (‘‘ETPs’’), 

including Tracking Fund Shares. By 

way of background, an ETP issues 

shares that can be bought or sold 

throughout the day in the secondary 

market at a market-determined price. 

Authorized participants that have 

contractual arrangements with the ETP 

(or its distributor) purchase and redeem 

ETP shares directly from the ETP in 

blocks called creation units at a price 

equal to the next NAV, and may then 

purchase or sell individual ETP shares 

in the secondary market at marketdetermined prices. ETPs trade at market 

prices, but the market price typically 

will be more or less than the fund’s 

8936 Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 

4An open-end fund is required by law to redeem 

its securities on demand from shareholders at a 

price approximately the proportionate share of the 

fund’s NAV at the time of redemption. See 15 

U.S.C. 80a–22(d). 

5As noted in the Initial Filing, each Fund will 

disclose the Tracking Basket, which is designed to 

closely track the daily performance of the Fund 

Portfolio, on a daily basis. Each Fund will at a 

minimum publicly disclose the entirety of its 

portfolio holdings, including the name, identifier, 

market value and weight of each security and 

instrument in the portfolio within at least 60 days 

following the end of every fiscal quarter in a 

manner consistent with normal disclosure 

requirements otherwise applicable to open-end 

investment companies registered under the 1940 

Act. 

6See 17 CFR 270.22c–1. 

7See Exchange Rule 14.11(m)(3)(B). 

8The Exchange’s proposal is similar to 

functionality offered for other ETPs. For example, 

the prospectus for the Invesco Treasury Collateral 

ETF provides that the Fund is calculated at 12 p.m. 

and 4 p.m. ET every day the New York Stock 

Exchange (‘‘NYSE’’) is open. See http://

hosted.rightprospectus.com/Invesco/Fund.aspx?cu=

46138G888&dt=P&ss=ETF. 

9The Trust is registered under the 1940 Act. On 

September 25, 2020, the Trust filed post-effective 

amendments to its registration statement on Form 

N–1A relating to each Fund (File No. 811–22148) 

(the ‘‘Registration Statement’’). The descriptions of 

the Funds and the Shares contained herein are 

based, in part, on information included in the 

Registration Statement. The Commission has issued 

an order granting certain exemptive relief to the 

Trust (the ‘‘Exemptive Relief’’) under the 1940 Act. 

See Investment Company Act of 1940 Release No. 

34127 (December 2, 2020). 

10See the Exemptive Relief. 

11As defined in Rule 14.11(m)(3)(E), the term 

‘‘Tracking Basket’’ means the identities and 

quantities of the securities and other assets 

included in a basket that is designed to closely track 

the daily performance of the Fund Portfolio, as 

provided in the exemptive relief under the 

Investment Company Act of 1940 applicable to a 

series of Tracking Fund Shares. 

12 15 U.S.C. 78f(b). 

13 15 U.S.C. 78f(b)(5). 

NAV per share due to a variety of 

factors, including the underlying prices 

of the ETP’s assets and the demand for 

the ETP. Nonetheless, an ETP’s market 

price is generally kept close to the ETP’s 

end-of-day NAV because of the arbitrage 

function inherent to the structure of the 

ETP. An arbitrage opportunity is 

inherent in the ETP structure because 

the ETP’s intra-day market price 

fluctuates during the trading day. Due to 

this fluctuation, the ETP’s intra-day 

market price may not equal the ETP’s 

end-of-day NAV. Authorized 

participants can arbitrage this difference 

(and make a profit) because they can 

trade directly with the ETP at NAV 4 as 

well as on the market at marketdetermined prices. The expected result 

of the arbitrage activity is that the 

market value of the ETP moves back in 

line with the ETP’s NAV per share and 

investors are able to buy ETP shares on 

an exchange that is close to the ETP’s 

NAV per share. The arbitrage 

mechanism is important because it 

provides a means to maintain a close tie 

between market price and NAV per 

share of the ETP, thereby helping to 

ensure that ETP investors are treated 

equitably when buying and selling fund 

shares. 

In order for the arbitrage mechanism 

described above to operated efficiently, 

market participants need to be able to 

estimate, with high accuracy, the value 

of the ETP’s holdings, such that it can 

then observe instances when the value 

of such holdings, on a per-share basis, 

is higher or lower than the current 

trading price of the shares on an 

exchange. In the case of Tracking Fund 

Shares, the applicable ETP disseminates 

various information to achieve that goal, 

while not publishing a full list of fund 

holdings daily.5 In general, the more 

information that is available to assist the 

market participants in estimating the 

value of the fund’s holdings, the better 

the arbitrage mechanism will operate 

with respect to the Tracking Fund 

Shares. 

Generally, ETPs must calculate the 

NAV at least once every business day, 

which is typically done at market close 

(i.e., 4 p.m. ET).6 Indeed, Exchange 

Rules reference the fact that NAV of a 

series of Tracking Fund Shares is 

calculated at the end of the business 

day.7 Now, the Exchange is proposing to 

allow the Funds to strike and publish 

the NAV per Share for each of the Funds 

more than once daily.8

As noted in the Initial Filing, Shares 

of each of the Funds are offered by the 

Trust, which is registered with the 

Commission as an open-end investment 

company and has filed a registration 

statement on behalf of the Funds on 

Form N–1A with the Commission.9 The 

Exemptive Relief and Registration 

Statement provide that the Funds may 

calculate the NAV per Share more than 

once daily (e.g., at 12 p.m. ET and 4:00 

p.m. ET), however, the Initial Filing did 

not seek to allow the Funds to calculate 

more than one NAV per day. Now, the 

Exchange is seeking approval to 

explicitly allow the Funds to strike and 

publish the NAV per Share more than 

once daily. 

As explained above, the calculation of 

NAV provides the basis for arbitrage, 

which is an instrumental mechanism in 

ensuring ETP investors are treated 

equitably when buying and selling fund 

shares. The Funds seek to further reduce 

market participants’ risk and to provide 

intra-day price certainty by striking and 

publishing its NAV more than once 

during each Business Day.10 Currently, 

and by way of example, the Fund 

anticipates it will strike a NAV once 

during normal trading at 12:00 p.m. ET 

(an ‘‘Intra-Day NAV’’) and again at the 

close of trading at 4:00 p.m. ET (the 

‘‘End-of-Day NAV’’ and collectively, the 

‘‘Published NAVs’’); however, the Fund 

may strike and publish multiple IntraDay NAVs. If a Fund strikes an IntraDay NAV, market participants will have 

the choice of purchasing or redeeming 

Shares at either of the Published NAVs 

pursuant to the applicable purchase and 

redemption order processes and 

requirements, understanding that the 

Fund will always process purchase and 

sales consistent with the next NAV 

struck following the purchase or sale 

request. The Exchange believes that 

providing market participants with the 

ability to create and redeem during the 

trading day, coupled with the 

information available to market 

participants, will reduce the risk that 

market participants face intra-day 

related to the possible divergence 

between the Tracking Basket 11 and the 

value of the Fund’s underlying 

holdings, which should enable them to 

reduce spreads on Shares. Market 

participants will be able to ‘‘lock in’’ 

their creation and redemption 

transactions during the trading day at an 

Intra-Day NAV, and at the end of the 

trading day at the End-of-Day NAV. As 

proposed, the Funds will continue to 

meet all listings standards provided in 

Rule 14.11(m). The only change to the 

Funds that the Exchange is proposing is 

to allow the Funds to strike multiple 

Intra-Day NAVs. All other material 

representations contained within the 

Initial Filing remain true and will 

continue to constitute continued listing 

requirements for the Funds. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with Section 6(b) 

of the Act 12 in general and Section 

6(b)(5) of the Act 13 in particular in that 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, 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 in that the Shares of each 

Fund will meet each of the continued 

listing criteria in BZX Rule 14.11(m), as 

provided in the Initial Filing. 

The proposal to allow the Funds to 

strike and publish multiple intra-day 

NAVs will provide the marketplace with 

additional information related to each 

Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 8937 

14 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 88987 

(June 2, 2020), 85 FR 34774. Comments on the 

proposed rule change can be found on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nasdaq-2020-028/srnasdaq

2020028.htm. 

4 15 U.S.C. 78s(b)(2). 

Fund’s underlying holdings on an 

intraday basis, which the Exchange 

believes will allow market participants 

to better assess their risk and provide 

additional certainty around intra-day 

price and hedging. The Exchange 

believes that this additional information 

will reduce the risk that market 

participants face intra-day, which will 

encourage tighter spreads and deeper 

liquidity in Shares of the Funds, to the 

benefit of investors. The only change to 

the Funds that the Exchange is 

proposing is to allow the Funds to strike 

multiple Intra-Day NAVs. All other 

material representations contained 

within the Initial Filing remain true and 

will continue to constitute continued 

listing requirements for the Funds. 

For the above reasons, the Exchange 

believes that the proposed rule change 

is consistent with the requirements of 

Section 6(b)(5) of the Act. 

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 purpose of the Act. The Exchange 

notes that the proposed rule change, 

rather, will provide additional 

information to market participants 

thereby reducing market participants 

risk and intra-day price uncertainty 

which will allow the Fund to better 

compete in the marketplace, thus 

enhancing competition among both 

market participants and listing venues, 

to the benefit of investors and the 

marketplace. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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 rule-comments@

sec.gov. Please include File Number SR– 

CboeBZX–2021–014 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 SR–CboeBZX–2021–014. 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–CboeBZX–2021–014 and 

should be submitted on or before March 

3, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02713 Filed 2–9–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91056; File No. SR– 

NASDAQ–2020–028] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Withdrawal of a Proposed Rule 

Change, as Modified by Amendment 

No. 1, To Amend IM–5101–1 (Use of 

Discretionary Authority) To Apply 

Additional or More Stringent Criteria to 

an Applicant or Listed Company Based 

on Considerations Related to the 

Company’s Auditor or When a 

Company’s Business Is Principally 

Administered in a Jurisdiction That Is 

a Restrictive Market 

February 4, 2021. 

On May 19, 2020, The Nasdaq Stock 

Market LLC (‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend IM–5101–1 (Use of Discretionary 

Authority) to deny listing or continued 

listing or to apply additional and more 

stringent criteria to an applicant or 

listed company based on considerations 

related to the company’s auditor or 

when a company’s business is 

principally administered in a 

jurisdiction that has secrecy laws, 

blocking statutes, national security laws, 

or other laws or regulations restricting 

access to information by regulators of 

U.S.-listed companies in such 

jurisdiction. The proposed rule change 

was published for comment in the 

Federal Register on June 8, 2020.3 On 

July 20, 2020, pursuant to Section 

19(b)(2) of the Act,4 the Commission 

designated a longer period within which 

to approve the proposed rule change, 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether to disapprove the proposed