Federal Register / Vol. 86, No. 178 / Friday, September 17, 2021 / Notices 51941 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 88887 

(May 15, 2020), 85 FR 30990 (May 21, 2020) (SR– 

CboeBZX–2019–107) (Notice of Filing of 

Amendment No. 5 and Order Granting Accelerated 

Approval of a Proposed Rule Change, as Modified 

by Amendment No. 5, to Adopt Rule 14.11(m), 

Tracking Fund Shares, and to List and Trade Shares 

of the Fidelity Blue Chip Value ETF, Fidelity Blue 

Chip Growth ETF, and Fidelity New Millennium 

ETF (‘‘Approval Order’’)). Rule 14.11(m)(3)(A) 

provides that ‘‘[t]he term ‘‘Tracking Fund Share’’ 

means a security that (i) represents an interest in 

an investment company registered under the 

Investment Company Act of 1940 (‘‘Investment 

Company’’) organized as an open-end management 

investment company, that invests in a portfolio of 

securities selected by the Investment Company’s 

investment adviser consistent with the Investment 

Company’s investment objectives and policies; (ii) 

is issued in a specified aggregate minimum number 

in return for a deposit of a specified Tracking 

Basket and/or a cash amount with a value equal to 

the next determined net asset value; (iii) when 

aggregated in the same specified minimum number, 

may be redeemed at a holder’s request, which 

holder will be paid a specified Tracking Basket and/ 

or a cash amount with a value equal to the next 

determined net asset value; and (iv) the portfolio 

holdings for which are disclosed within at least 60 

days following the end of every fiscal quarter. Rule 

14.11(m)(3)(E) provides that ‘‘[t]he 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.’’ 

5On May 15, 2020, in conjunction with its 

approval of Rule 14.11(m), the Commission 

approved the proposed rule change relating to the 

listing and trading of shares of Fidelity Blue Chip 

Value ETF, Fidelity Blue Chip Growth ETF, and 

Fidelity New Millennium ETF. Id. The Commission 

published the notice of filing and immediate 

effectiveness relating to the rule change to list and 

trade shares of the Fidelity Growth Opportunities 

ETF, Fidelity Magellan ETF, Fidelity Real Estate 

Investment ETF, and Fidelity Small-Mid Cap 

Opportunities ETF on November 30, 2020. See 

Securities Exchange Release No. 90530 (November 

30, 2020), 85 FR 78366 (December 4, 2020) (SR– 

CboeBZX–2020–085) (‘‘Notice’’). 

6See File No. 812–14364, dated November 8, 

2019. 

7See Investment Company Act Release No. 

33712, December 10, 2019. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92946; File No. SR– 

CboeBZX–2021–060] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Reflect an 

Amendment to the Application and 

Exemptive Order Governing the 

Following Funds, Shares of Which Are 

Listed and Traded on the Exchange 

Under BZX Rule 14.11(m): Fidelity 

Growth Opportunities ETF, Fidelity 

Magellan ETF, Fidelity Real Estate 

Investment ETF, Fidelity Small-Mid Cap 

Opportunities ETF, Fidelity Blue Chip 

Value ETF, Fidelity Blue Chip Growth 

ETF, and Fidelity New Millennium ETF 

September 13, 2021. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on August 

31, 2021, Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) 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 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) proposes to 

reflect an amendment to the Application 

and Exemptive Order governing the 

following funds, shares of which are 

listed and traded on the Exchange under 

BZX Rule 14.11(m): Fidelity Growth 

Opportunities ETF, Fidelity Magellan 

ETF, Fidelity Real Estate Investment 

ETF, Fidelity Small-Mid Cap 

Opportunities ETF, Fidelity Blue Chip 

Value ETF, Fidelity Blue Chip Growth 

ETF, and Fidelity New Millennium ETF. 

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 adopted BZX Rule 

14.11(m) for the purpose of permitting 

the listing and trading, or pursuant to 

unlisted trading privileges (‘‘UTP’’), of 

Tracking Fund Shares, which are 

securities issued by an actively managed 

open-end management investment 

company.4 Exchange Rule 

14.11(m)(2)(A) requires the Exchange to 

file separate proposals under Section 

19(b) of the Act before listing and 

trading any series of Tracking Fund 

Shares on the Exchange. Pursuant to 

this provision, the Exchange submitted 

proposals to list and trade shares 

(‘‘Shares’’) of Tracking Funds Shares of 

the following funds listed and traded on 

the Exchange under BZX Rule 14.11(m): 

Fidelity Growth Opportunities ETF, 

Fidelity Magellan ETF, Fidelity Real 

Estate Investment ETF, Fidelity SmallMid Cap Opportunities ETF, Fidelity 

Blue Chip Value ETF, Fidelity Blue 

Chip Growth ETF, and Fidelity New 

Millennium ETF (each, a ‘‘Fund’’ and, 

together the ‘‘Funds’’).5 The Exchange 

proposes to reflect an amendment to the 

Prior Exemptive Order (as defined 

below) related to the listing and trading 

of these Funds filed by, among others, 

Fidelity Beach Street Trust (the 

‘‘Issuer’’) as follows. 

The Issuer filed a ninth amended 

application for an order under Section 

6(c) of the 1940 Act for exemptions from 

various provisions of the 1940 Act and 

rules thereunder (the ‘‘Prior 

Application’’).6 On December 10, 2019, 

the Commission issued an order (the 

‘‘Prior Exemptive Order’’) under the 

1940 Act granting the exemptions 

requested in the Application.7

Under the Prior Exemptive Order, the 

Funds are required to publish a basket 

of securities and cash that, while 

different from the Fund’s portfolio, is 

designed to closely track its daily 

performance (i.e., the Tracking Basket). 

The Prior Application stated that the 

Tracking Basket will solely consist of a 

combination of (i) select recently 

disclosed portfolio holdings (‘‘Strategy 

Components’’); (ii) liquid U.S. 

exchange-traded funds (‘‘ETFs’’) that 

convey information about the types of 

instruments (that are not otherwise fully 

represented by the Strategy 

Components) in which a Fund invests 

(‘‘Representative ETFs’’); and (iii) cash 

and cash equivalents. As set forth in the 

Approval Order and in the Notice, 

investments made by the Funds will 

comply with the conditions set forth in 

the Prior Application and the Prior 

Exemptive Order. 

On October 30, 2020, as amended 

June 30, 2021, the Issuer sought to 

51942 Federal Register / Vol. 86, No. 178 / Friday, September 17, 2021 / Notices 

8See File No. 812–15175, dated June 30, 2021. 

The amendment also sought to provide for the use 

of creation baskets that include instruments that are 

not included, or that are included with different 

weightings, in the Fund’s Tracking Basket. 

Accordingly, the Exchange has filed a separate 

proposed rule change to amend Rule 14.11 to 

provide for the use of creation baskets that include 

instruments that are not included, or that are 

included with different weightings, in the Fund’s 

Tracking Basket. See Securities Exchange Act No. 

92626 (August 10, 2021) 86 FR 45792 (August 16, 

2021) (SR–CboeBZX–2021–053) (Notice of Filing of 

a Proposed Rule Change To Amend Rule 14.11(m) 

(Tracking Fund Shares) To Provide for the Use of 

Custom Baskets Consistent With the Exemptive 

Relief Issued Pursuant to the Investment Company 

Act of 1940 Applicable to a Series of Tracking Fund 

Shares). 

9See Investment Company Act Release No. 

34350, August 5, 2021. 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(5). 12 15 U.S.C. 78f(b)(1). 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

15 17 CFR 240.19b–4(f)(6)(iii). 

16For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

amend the Prior Exemptive Order to 

permit the Issuer to also select securities 

from the universe from which a Fund’s 

investments are selected such as a 

broad-based market index (‘‘Investment 

Universe’’) in the Fund’s Tracking 

Basket.8 On August 5, 2021, the 

Commission issued an amended order 

that, among other things, permits the 

Issuer to include select securities from 

the Fund’s Investment Universe in the 

Fund’s Tracking Basket (the ‘‘Updated 

Exemptive Order’’).9 Accordingly, the 

Funds will comply with this condition 

of the Updated Application and the 

Updated Exemptive Order. Except for 

the change noted above, all other 

representations made in the respective 

rule filings remain unchanged and will 

continue to constitute continuing listing 

requirements for the Funds. The Funds 

will also continue to comply with the 

requirements of Rule 14.11(m). 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.10 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 11 requirements that the rules of 

an exchange be 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 regulating, clearing, settling, 

processing information with respect to, 

and 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. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest. The 

proposed revision is intended to reflect 

the change in the Updated Application 

and the Updated Exemptive Order that 

permits the Issuer to include select 

securities from the Fund’s Investment 

Universe in the Fund’s Tracking Basket. 

The proposed rule change would permit 

the Funds to operate consistent with 

this updated condition in the Updated 

Application and the Updated Exemptive 

Order. Furthermore, Exchange Rule 

14.11(m)(4)(B)(iii) provides that the 

Exchange will consider the suspension 

of trading in and will commence 

delisting proceedings for a series of 

Tracking Fund Shares pursuant to Rule 

14.12 if, among other things, the 

Exchange is aware that the Investment 

Company is not in compliance with the 

conditions of any exemptive order or 

no-action relief granted by the 

Commission of the Commission Staff 

under the 1940 Act to the Investment 

Company with respect to the series of 

Tracking Funds Shares. Therefore, the 

proposed rule change would allow the 

Exchange to enforce compliance by its 

members and persons associated with 

its members, as provided in Section 

6(b)(1) of the Act.12 Except for the 

changes noted above, all other 

representations made in the respective 

rule filings remain unchanged and, as 

noted, will continue to constitute 

continuing listing requirements for the 

Funds. 

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. As noted, the 

purpose of the filing is to reflect an 

amendment to the Prior Exemptive 

Order governing the listing and trading 

of these Funds. To the extent that the 

proposed rule change would continue to 

permit listing and trading of another 

type of actively-managed ETF that has 

characteristics different from existing 

actively-managed and index ETFs, the 

Exchange believes that the proposal 

would benefit investors by continuing to 

promote competition among various 

ETF products. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 13 and Rule 19b– 

4(f)(6) thereunder.14

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act normally does not become operative 

for 30 days after the date of its filing. 

However, Rule 19b–4(f)(6)(iii) 15 permits 

the Commission to designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has requested 

that the Commission waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Exchange states that the 

Funds will continue to comply with the 

requirements of BZX Rule 14.11(m) and 

that waiver of the operative delay would 

allow the Funds to operate in a manner 

consistent with the Updated 

Application and Updated Exemptive 

Order. For these reasons, the 

Commission believes that waiver of the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposed rule change operative upon 

filing.16

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

Federal Register / Vol. 86, No. 178 / Friday, September 17, 2021 / Notices 51943 

17 17 CFR 200.30–3(a)(12). 

1 Due to scheduling challenges, earlier advance 

publication was not possible. 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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–2021–060 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–2021–060. 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–2021–060 and 

should be submitted on or before 

October 8, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–20079 Filed 9–16–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92966; File No. 265–33] 

Asset Management Advisory 

Committee; Meeting 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice of meeting. 

SUMMARY: Notice is being provided that 

the Securities and Exchange 

Commission Asset Management 

Advisory Committee (‘‘AMAC’’) will 

hold a public meeting on September 27, 

2021, by remote means. The meeting 

will begin at 9:30 a.m. (ET) and will be 

open to the public via webcast on the 

Commission’s website at www.sec.gov. 

Persons needing special 

accommodations to take part because of 

a disability should notify the contact 

person listed below. The public is 

invited to submit written statements to 

the Committee. The meeting will 

include a discussion of matters in the 

asset management industry relating to: 

The Private Investments Subcommittee, 

including its potential 

recommendations; and the Evolution of 

Advice and the Small Advisers and 

Small Funds Subcommittees, including 

panel discussions. 

DATES: The public meeting will be held 

on September 27, 2021. Written 

statements should be received on or 

before September 24, 2021. 

ADDRESSES: The meeting will be held by 

remote means and webcast on 

www.sec.gov. Written statements may be 

submitted by any of the following 

methods. To help us process and review 

your statement more efficiently, please 

use only one method. At this time, 

electronic statements are preferred. 

Electronic Statements 

• Use the Commission’s internet 

submission form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an email message to rulecomments@sec.gov. Please include File 

Number 265–33 on the subject line; or 

Paper Statements 

• Send paper statements to Vanessa 

Countryman, Federal Advisory 

Committee Management Officer, 

Securities and Exchange Commission, 

and 100 F Street NE, Washington, DC 

20549–1090. 

All submissions should refer to File No. 

265–33. This file number should be 

included on the subject line if email is 

used. The Commission will post all 

statements on the Commission’s website 

at (http://www.sec.gov/comments/265- 

33/265-33.htm). 

Statements also will be available for 

website viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE, Room 1580, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. For up-to-date 

information on the availability of the 

Public Reference Room, please refer to 

https://www.sec.gov/fast-answers/ 

answerspublicdocshtm.html or call 

(202) 551–5450. 

All statements received will be posted 

without change. Persons submitting 

comments are cautioned that we do not 

redact or edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. 

FOR FURTHER INFORMATION CONTACT: 

Christian Broadbent, Senior Special 

Counsel, Neil Lombardo, Senior Special 

Counsel, or Jay Williamson, Branch 

Chief, at (202) 551–6720, Division of 

Investment Management, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549–3628. 

SUPPLEMENTARY INFORMATION: In 

accordance with Section 10(a) of the 

Federal Advisory Committee Act, 5 

U.S.C.-App. 1, and the regulations 

thereunder, Sarah ten Siethoff, 

Designated Federal Officer of the 

Committee, has ordered publication of 

this notice.1

Dated: September 13, 2021. 

Vanessa A. Countryman, 

Committee Management Officer. 

[FR Doc. 2021–20085 Filed 9–16–21; 8:45 am] 

BILLING CODE 8011–01–P