[Federal Register Volume 86, Number 74 (Tuesday, April 20, 2021)]
[Notices]
[Pages 20577-20578]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-08120]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34245, File No. 812-15203]


Putnam ETF Trust, et al.

April 15, 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: Putnam ETF Trust (the ``Trust''), Putnam Investment 
Management, LLC (the ``Adviser''), and Foreside Fund Services, LLC (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.
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    Filing Date: The application was filed on February 19, 2021 and 
amended on April 14, 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 May 7, 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: Stephanie Capistron, Esq., 
Dechert LLP, [email protected].

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 business 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 Funds (the ``Initial Funds''). 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 limited liability company, will be the 
investment adviser to the Initial Funds.

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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 limited liability company 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.
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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 Funds 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. 2021-08120 Filed 4-19-21; 8:45 am]
BILLING CODE 8011-01-P