Federal Register / Vol. 86, No. 131 / Tuesday, July 13, 2021 / Notices 36839 

41 15 U.S.C. 78q–1(b)(3)(F). 

42 17 CFR 240.17Ad–22(e)(1). 

43 17 CFR 240.17Ad–22(e)(2). 

44 17 CFR 240.17Ad–22(e)(17)(i). 

45 17 CFR 240.17Ad–22(e)(21). 46 15 U.S.C. 78q–1(b)(3)(I). 47 17 CFR 200.30–3(a)(12). 

improve the ability of DTC to react to a 

Major Event allowing DTC to protect 

itself and its Participants and their 

ability to promptly and accurately clear 

and settle securities transactions, and 

allow DTC to safeguard securities and 

funds that are in its custody or control, 

consistent with the requirements of 

Section 17A(b)(3)(F) of the Act,41 (ii) 

provide clear guidelines with respect to 

Major Events that would allow 

Participants to understand the rights 

and obligations of the Participants and 

DTC in the event of a Major Event, 

consistent with Rule 17Ad–22(e)(1) 

promulgated under the Act,42 (iii) 

identify the officers that have the ability 

to determine if there is a Major Event, 

and provide for the ability of any 

management committee on which all of 

such officers serve, and the Board of 

Directors, to ratify, modify or rescind 

any determination of a Major Event by 

an officer, which would make such 

governance procedures clear and 

transparent, and specify clear and direct 

lines of responsibility with respect to 

the determination of a Major Event, 

consistent with Rule 17Ad 22(e)(2) 

promulgated under the Act,43 (iv) 

improve the ability of DTC to act 

quickly, efficiently and effectively in the 

event of a Major Event, and mitigate any 

impact from such event by providing 

clear, efficient procedures of DTC and 

its Participants with respect to such 

event, consistent with the requirements 

of Rule 17Ad–22(e)(17)(i) promulgated 

under the Act 44 and (v) establish 

procedures designed to improve DTC’s 

ability to act quickly, efficiently and 

effectively in the event of a Major Event, 

consistent with the requirements of Rule 

17Ad–22(e)(21) promulgated under the 

Act.45

In addition, DTC believes that the 

proposed changes to add the Systems 

Disconnect Rule are appropriate in 

furtherance of the Act. Such changes 

have been designed to improve the 

ability of DTC to act quickly, efficiently 

and effectively in the event of a Major 

Event, and mitigate any impact from 

such event while also providing the 

Participants clear guidelines with 

respect to such event to allow 

Participants to understand their rights 

and obligations. Such changes have also 

been designed to apply uniformly to all 

Participants in the event of a Major 

Event and should not affect DTC’s dayto-day operations under normal 

circumstances, or in the management of 

a typical Participant default scenario or 

non-default event. 

Therefore, DTC does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act.46

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

DTC has not received or solicited any 

written comments relating to this 

proposal. DTC will notify the 

Commission of any written comments 

received by DTC. 

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 

such 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– 

DTC–2021–011 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–DTC–2021–011. 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 DTC and on DTCC’s website 

(http://dtcc.com/legal/sec-rulefilings.aspx). 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–DTC– 

2021–011 and should be submitted on 

or before August 3, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.47

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–14797 Filed 7–12–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34324, File No. 812–15232] 

Hartford Funds Exchange-Traded 

Trust, et al. 

July 7, 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 

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. 


jbell on DSKJLSW7X2PROD with NOTICES
36840 Federal Register / Vol. 86, No. 131 / Tuesday, July 13, 2021 / Notices 

1Fidelity 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. 

2To 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. 

3Certain 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). 4All 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. 

APPLICANTS: Hartford Funds ExchangeTraded Trust (the ‘‘Trust’’), Hartford 

Funds Management Company, LLC (the 

‘‘Adviser’’), and ALPS 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 May 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 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 

2, 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 

Secretarys-Office@sec.gov. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, SecretarysOffice@sec.gov. Applicants: Thomas R. 

Phillips, Esq., Hartford Funds 

Management Company, LLC, 

thomas.phillips@hartfordfunds.com. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811 or Kaitlin C. Bottock, 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 http://

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 Delaware 

and consists of, among other series, 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 Initial Fund will 

offer exchange-traded shares utilizing 

active management investment 

strategies as contemplated by the 

Reference Order.2

2. The Adviser, a Delaware limited 

liability company, will be the 

investment adviser to the Initial Fund. 

Subject to approval by the Trust’s board 

of trustees, the 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 

(‘‘Advisers Act’’). The Adviser may 

enter into sub-advisory agreements with 

other investment advisers to act as subadvisers with respect to a Fund (each a 

‘‘Sub-Adviser’’). Any Sub-Adviser to a 

Fund will be registered under the 

Advisers Act. 

3. The Distributor is a Colorado 

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. 

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 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 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 131 / Tuesday, July 13, 2021 / Notices 36841 

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

2 17 CFR 240.19b–4. 

3 IM–5101–2. See Securities Exchange Act 

Release No. 58228 (July 25, 2008), 73 FR 44794 

(July 31, 2008) (adopting the predecessor to IM– 

5101–2). 

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. 2021–14788 Filed 7–12–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92344; File No. SR– 

NASDAQ–2021–054] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Modify Listing Rule IM–5101–2 To 

Permit an Acquisition Company To 

Contribute a Portion of Its Deposit 

Account to Another Entity in a Spin-Off 

or Similar Corporate Transaction 

July 7, 2021. 

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 June 24, 

2021, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘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 

The Exchange proposes to modify 

Listing Rule IM–5101–2 to permit a 

SPAC to contribute a portion of the 

amount held in its deposit account to a 

deposit account of a new SPAC and spin 

off the new SPAC to its shareholders. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 

office of the Exchange, 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 

Nasdaq proposes to modify IM–5101– 

2 to allow an acquisition company listed 

under that rule to contribute a portion 

of the amount held in its deposit 

account to a deposit account of a new 

acquisition company and spin off the 

new acquisition company to its 

shareholders in certain situations where 

the new acquisition company will be 

subject to all of the same requirements 

as the original acquisition company. 

Generally, Nasdaq will not permit the 

initial or continued listing of a company 

that has no specific business plan or 

that has indicated that its business plan 

is to engage in a merger or acquisition 

with an unidentified company or 

companies. In 2008, Nasdaq adopted a 

rule to allow such companies to list if 

they meet all applicable initial listing 

requirements, as well as additional 

conditions designed to provide investor 

protections to address specific concerns 

about the structure of such companies 

(‘‘acquisition companies’’ or ‘‘SPACs’’).3

These additional conditions generally 

require, among other things, that at least 

90% of the gross proceeds from the 

initial public offering must be deposited 

in a ‘‘deposit account,’’ as that term is 

defined in the rule, and that the SPAC 

complete within 36 months, or a shorter 

period identified by the SPAC, one or 

more business combinations having an 

aggregate fair market value of at least 

80% of the value of the deposit account 

at the time of the agreement to enter into 

the initial combination. 

When a SPAC conducts its initial 

public offering, it raises the amount of 

capital that it estimates will be 

necessary to finance a subsequent 

business combination with its ultimate 

target. However, because a SPAC cannot 

identify or select a specific business 

combination target at the time of its IPO, 

it often turns out that the amount raised 

is not optimal for the needs of a specific 

target. This has resulted in the 

inefficient, current practice of SPAC 

sponsors creating multiple SPACs of 

different sizes at the same time, with the 

intention to use the SPAC that is closest 

in size to the amount a particular target 

needs. This practice creates the 

potential for conflicts between the 

multiple SPACs (each of which has 

different shareholders) and still fails to 

optimize the amount of capital that 

would benefit the SPAC’s public 

shareholders and a business 

combination target. Moreover, this 

creates the need for repetitive action 

throughout the ecosystem, including the 

filing and SEC review of multiple 

registration statements and periodic 

reports, formation of multiple boards of 

directors, multiple audits and multiple 

company listings. This practice also can 

lead to confusion amongst investors. 

Accordingly, Nasdaq proposes to 

modify IM–5101–2 to permit a more 

efficient structure whereby an 

acquisition company can raise in its 

initial public offering the maximum 

amount of capital it anticipates it may 

need for a business combination 

transaction and then ‘‘rightsize’’ itself 

by contributing any amounts not needed 

to a new SPAC (the ‘‘SpinCo SPAC’’), 

and spinning off this SpinCo SPAC to 

its shareholders. The SpinCo SPAC will 

be subject to all the provisions of IM– 

5101–2 in the same manner, and subject 

to the same timeframes, as the original 

SPAC. 

It is expected that the new structure 

will be implemented in the following 

manner. If the listed SPAC (the 

‘‘Original SPAC’’) determines that it will 

not need all of the cash in its deposit 

account for its initial business 

combination, it will designate the excess 

cash for a new deposit account held by 

a new SPAC, the SpinCo SPAC (such 


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