Spinnaker ETF Series, et al., 44559-44561 [2020-15903]
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Federal Register / Vol. 85, No. 142 / Thursday, July 23, 2020 / Notices
1 to be consistent with the approach
FINRA has taken for minor violations of
its corresponding CAT Compliance
Rules.18 The Commission has already
approved FINRA’s treatment of CAT
Compliance Rules violations when it
approved the addition of CAT
Compliance Rules to FINRA’s MRVP.19
As noted in that order, and similarly
herein, the Commission believes that
Exchange’s treatment of CAT
Compliance Rules violations as part of
its MRVP provides a reasonable means
of addressing violations that do not rise
to the level of requiring formal
disciplinary proceedings, while
providing greater flexibility in handling
certain violations. However, the
Commission expects that, as with
FINRA, the Exchange will continue to
conduct surveillance with due diligence
and make determinations based on its
findings, on a case-by-case basis,
regarding whether a sanction under the
rule is appropriate, or whether a
violation requires formal disciplinary
action. Accordingly, the Commission
believes the proposal raises no novel or
significant issues.
For the same reasons discussed above,
the Commission finds good cause,
pursuant to Section 19(b)(2) of the
Act,20 for approving the proposed rule
change prior to the thirtieth day after
the date of publication of the notice of
the filing thereof in the Federal
Register. The proposal merely adds the
CAT Compliance Rules to the
Exchange’s MRVP and harmonizes its
application with FINRA’s application of
CAT Compliance Rules under its own
MRVP. Accordingly, the Commission
believes that a full notice-and-comment
period is not necessary before approving
the proposal.
V. Conclusion
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It is therefore ordered, pursuant to
Section 19(b)(2) of the Act 21 and Rule
19d–1(c)(2) thereunder,22 that the
proposed rule change (SR–NASDAQ–
18 As discussed above, the Exchange has entered
into a Rule 17d-2 Plan and an RSA with FINRA
with respect to the CAT Compliance Rules. The
Commission notes that, unless relieved by the
Commission of its responsibility, as may be the case
under the Rule 17d-2 Plan, the Exchange continues
to bear the responsibility for self-regulatory conduct
and liability for self-regulatory failures, not the selfregulatory organization retained to perform
regulatory functions on the Exchange’s behalf
pursuant to an RSA. See Securities Exchange
Release No. 61419 (January 26, 2010), 75 FR 5157
(February 1, 2010) (SR–BATS–2009–031), note 93
and accompanying text.
19 See SR–FINRA–2020–013.
20 15 U.S.C. 78s(b)(2).
21 15 U.S.C. 78s(b)(2).
22 17 CFR 240.19d–1(c)(2).
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2020–042) be, and hereby is, approved
on an accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–15911 Filed 7–22–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–40, OMB Control No.
3235–0313]
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Rule 203–2 and Form ADV–W.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for extension of the
previously approved collection of
information discussed below.
The title for the collection of
information is ‘‘Rule 203–2 (17 CFR
275.203–2) and Form ADV–W (17 CFR
279.2) under the Investment Advisers
Act of 1940 (15 U.S.C. 80b).’’ Rule 203–
2 under the Investment Advisers Act of
1940 establishes procedures for an
investment adviser to withdraw its
registration or pending registration with
the Commission. Rule 203–2 requires
every person withdrawing from
investment adviser registration with the
Commission to file Form ADV–W
electronically on the Investment
Adviser Registration Depository
(‘‘IARD’’). The purpose of the
information collection is to notify the
Commission and the public when an
investment adviser withdraws its
pending or approved SEC registration.
Typically, an investment adviser files a
Form ADV–W when it ceases doing
business or when it is ineligible to
remain registered with the Commission.
The potential respondents to this
information collection are all
investment advisers registered with the
Commission or have applications
pending with the Commission. The
Commission has estimated that
compliance with the requirement to
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23 17
CFR 200.30–3(a)(12).
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44559
complete Form ADV–W imposes a total
burden of approximately 0.75 hours (45
minutes) for an adviser filing for full
withdrawal and approximately 0.25
hours (15 minutes) for an adviser filing
for partial withdrawal. Based on
historical filings, the Commission
estimates that there are approximately
802 respondents annually filing for full
withdrawal and approximately 454
respondents annually filing for partial
withdrawal. Based on these estimates,
the total estimated annual burden
would be 715 hours ((802 respondents
× .75 hours) + (454 respondents × .25
hours)).
Rule 203–2 and Form ADV–W do not
require recordkeeping or records
retention. The collection of information
requirements under the rule and form
are mandatory. The information
collected pursuant to the rule and Form
ADV–W are filings with the
Commission. These filings are not kept
confidential. An agency may not
conduct or sponsor, and a person is not
required to respond to, a collection of
information unless it displays a
currently valid control number.
The public may view background
documentation for this information
collection at the following website:
>www.reginfo.gov<. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i)www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission, c/
o Cynthia Roscoe, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: PRA_Mailbox@sec.gov.
Dated: July 17, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–15913 Filed 7–22–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33929, File No. 812–15122]
Spinnaker ETF Series, et al.
July 17, 2020.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application for an order
under section 6(c) of the Investment
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44560
Federal Register / Vol. 85, No. 142 / Thursday, July 23, 2020 / Notices
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: c/o Tracie
Coop, Secretary, Spinnaker ETF Series,
tracie.coop@ncfunds.com.
FOR FURTHER INFORMATION CONTACT: Kay
M. Vobis, Senior Counsel, at (202) 551–
6728 or Trace W. Rakestraw, 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 https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
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, 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: Spinnaker ETF Series (the
‘‘Trust’’), OBP Capital LLC (the
‘‘Adviser’’) and Capital Investment
Group, Inc. (the ‘‘Distributor’’).
Summary of Application: Applicants
request an order (‘‘Order’’) that permits:
(a) Shielded Alpha ETFs (as described
in the Reference Order (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 Shielded
Alpha ETFs to pay redemption
proceeds, under certain circumstances,
more than seven days after the tender of
Shares for redemption; (d) certain
affiliated persons of a Shielded Alpha
ETF to deposit securities into, and
receive securities from, the Shielded
Alpha ETF in connection with the
purchase and redemption of creation
units; and (e) certain registered
management investment companies and
unit investment trusts outside of the
same group of investment companies as
the Shielded Alpha ETFs to acquire
Shares of the Shielded Alpha ETFs. The
Order would incorporate by reference
terms and conditions 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 April 16, 2020.
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
11, 2020, 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
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 Shielded Alpha ETFs.
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 an initial Fund (the
‘‘Initial Fund’’). The Funds will operate
as Shielded Alpha ETFs as described in
the Reference Order.2
2. The Adviser, a North Carolina
limited liability company, will be the
investment adviser to the Initial Fund.
Subject to approval by the Fund’s board
of trustees, the 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’’). The Adviser may
enter into sub-advisory agreements with
other investment advisers to act as subadvisers 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 North Carolina
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
1 Blue Tractor ETF Trust and Blue Tractor Group,
LLC, Investment Company Act Rel. Nos. 33682
(Nov. 14, 2019) (notice) and 33710 (Dec. 10, 2019)
(order).
2 To facilitate arbitrage, among other things, each
day a Fund would 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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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 Shielded Alpha
ETFs. Because the relief requested is the
same as the relief granted by the
Commission under the Reference Order
and because the Adviser has entered
into a licensing agreement with Blue
Tractor Group LLC, or an affiliate
thereof, in order to offer Funds that
operate as Shielded Alpha ETFs, the
Order would incorporate by reference
the terms and conditions 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)
operates as a Shielded Alpha ETF as
described by the Reference Order; and
(c) complies with the terms and
conditions of the Order and of the
Reference Order, which is incorporated
by reference into the Order (each such
company or series and the Initial Fund,
a ‘‘Fund’’).3
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
3 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 of
the Reference Order, which is incorporated by
reference into the Order.
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Federal Register / Vol. 85, No. 142 / Thursday, July 23, 2020 / Notices
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 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. 2020–15903 Filed 7–22–20; 8:45 am]
BILLING CODE 8011–01–P
DEPARTMENT OF STATE
[Public Notice: 11163]
Notice of Department of State Update
to the Public Guidance for Section 232
of the Countering America’s
Adversaries Through Sanctions Act of
2017 (CAATSA)
ACTION:
Notice.
The Department of State is
updating the public guidance for
CAATSA Section 232 on July 15, 2020
to expand the focus of implementation
of Section 232 to address certain
growing threats to U.S. national security
and foreign policy related to Russian
energy export pipelines, particularly
with respect to Nord Stream 2 and the
second line of TurkStream. The
Department of State deleted the portions
of the public guidance in effect prior to
July 15, 2020, that limited the focus of
implementation of Section 232 to
Russian energy export pipeline projects
for which a contract was signed on or
after August 2, 2017. In doing so, the
Department of State clarified that the
focus of implementation will include
Russian energy export pipelines such as
Nord Stream 2 and the second line of
TurkStream.
DATES: The update to the public
guidance for Section 232 is effective on
July 15, 2020.
ADDRESSES: The Department of State has
published the updated public guidance
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SUMMARY:
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17:10 Jul 22, 2020
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for Section 232 on its website. https://
www.state.gov/caatsa-crieea-section232-public-guidance/
Stu
Hoffman at CAATSA_EnergySanctions@
state.gov or (202)–647–7201.
FOR FURTHER INFORMATION CONTACT:
SUPPLEMENTARY INFORMATION:
Background
The Department of State is updating
the public guidance for Section 232 on
July 15, 2020 to expand the focus of
implementation of Section 232 to
address certain growing threats to U.S.
national security and foreign policy
related to Russian energy export
pipelines, particularly with respect to
Nord Stream 2 and the second line of
TurkStream. Russia uses its energy
export pipelines to create national and
regional dependencies on Russian
energy supplies, leveraging these
dependencies to expand its political,
economic, and military influence and
undermining U.S. national security and
foreign policy interests. In this context,
Nord Stream 2 and the second line of
TurkStream—both of which are under
construction—could undermine
Europe’s energy security by maintaining
Russia’s dominant share in Europe’s gas
markets for decades, discouraging
investment in critical diversification
projects, and limiting the ability of
European countries to gain leverage over
Russia on issues of price, commercial
transparency, and the environment.
These projects could severely limit gas
transit revenues through Ukraine,
thereby depriving the Ukrainian
government of significant transit
revenues and reducing a large deterrent
against further Russian aggression
against Ukraine. The development of
these projects also provides Russia with
vehicles to further spread its malign
influence in Europe.
The Department of State deleted the
portions of the public guidance in effect
prior to July 15, 2020, that limited the
focus of implementation of Section 232
to Russian energy export pipeline
projects for which a contract was signed
on or after August 2, 2017. In doing so,
the Department of State clarified that
the focus of implementation will
include Russian energy export pipelines
such as Nord Stream 2 and the second
line of TurkStream.
In addition, the Department of State
deleted the portions of the public
guidance in effect prior to July 15, 2020
that stated that investments and loan
agreements made prior to August 2,
2017 would not be subject to Section
232. The Department of State has
clarified how it intends to apply Section
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44561
232 to such investments and loan
agreements in FAQs #3–5 below.
The updated public guidance
continues to make clear that
implementation of Section 232 will not
target investments or other activities
related to the standard repair and
maintenance of pipelines in existence
on, and capable of transporting
commercial quantities of hydrocarbons,
as of August 2, 2017.
Accordingly, the Department of
State’s public guidance for Section 232
is updated as follows:
CAATSA Section 232 Public Guidance
The Department of State is committed
to fully implementing sanctions
authorities in the Countering America’s
Adversaries Through Sanctions Act
(CAATSA or the Act). We continue to
call on Russia to honor its commitments
to the Minsk agreement and to cease its
malicious cyber intrusions.
Section 232 sanctions are
discretionary. In accordance with
Sections 212 and 232 of the Act, the
Secretary of State, in consultation with
the Secretary of the Treasury, will
coordinate with allies of the United
States in imposing these sanctions. The
intent of such sanctions would be to
impose costs on Russia for its malign
behavior, such as in response to
aggressive actions against the United
States and our allies and partners.
Any implementation of Section 232
sanctions would seek to avoid harming
the energy security of our partners or
endangering public health and safety.
Consistent with the Act (Section 257), it
remains the policy of the United States
to ‘‘work with European Union Member
States and European institutions to
promote energy security through
developing diversified and liberalized
energy markets that provide diversified
sources, suppliers, and routes.’’
For the purposes of Section 232, the
focus of implementation would be on
energy export pipelines that (1)
originate in the Russian Federation, and
(2) transport hydrocarbons across an
international land or maritime border
for delivery to another country.
Pipelines that originate outside the
Russian Federation and transit through
the territory of the Russian Federation
would not be the focus of
implementation.
The focus of implementation of
Section 232 sanctions would be on
persons who the Secretary of State, in
consultation with the Secretary of the
Treasury, determines knowingly, on or
after August 2, 2017, (1) made an
investment that meets the fair market
value thresholds in Section 232(a) and
directly and significantly enhances the
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]]>Agencies
[Federal Register Volume 85, Number 142 (Thursday, July 23, 2020)]
[Notices]
[Pages 44559-44561]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-15903]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33929, File No. 812-15122]
Spinnaker ETF Series, et al.
July 17, 2020.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
Notice of an application for an order under section 6(c) of the
Investment
[[Page 44560]]
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, 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: Spinnaker ETF Series (the ``Trust''), OBP Capital LLC
(the ``Adviser'') and Capital Investment Group, Inc. (the
``Distributor'').
Summary of Application: Applicants request an order (``Order'')
that permits: (a) Shielded Alpha ETFs (as described in the Reference
Order (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 Shielded Alpha ETFs to pay redemption
proceeds, under certain circumstances, more than seven days after the
tender of Shares for redemption; (d) certain affiliated persons of a
Shielded Alpha ETF to deposit securities into, and receive securities
from, the Shielded Alpha ETF in connection with the purchase and
redemption of creation units; and (e) certain registered management
investment companies and unit investment trusts outside of the same
group of investment companies as the Shielded Alpha ETFs to acquire
Shares of the Shielded Alpha ETFs. The Order would incorporate by
reference terms and conditions of a previous order granting the same
relief sought by applicants, as that order may be amended from time to
time (``Reference Order'').\1\
---------------------------------------------------------------------------
\1\ Blue Tractor ETF Trust and Blue Tractor Group, LLC,
Investment Company Act Rel. Nos. 33682 (Nov. 14, 2019) (notice) and
33710 (Dec. 10, 2019) (order).
---------------------------------------------------------------------------
Filing Date: The application was filed on April 16, 2020.
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 August 11, 2020, 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: c/o Tracie Coop, Secretary,
Spinnaker ETF Series, [email protected].com.
FOR FURTHER INFORMATION CONTACT: Kay M. Vobis, Senior Counsel, at (202)
551-6728 or Trace W. Rakestraw, 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 https://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 will consist of one or more series operating as a Shielded
Alpha ETFs. 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 an initial Fund (the ``Initial
Fund''). The Funds will operate as Shielded Alpha ETFs as described in
the Reference Order.\2\
---------------------------------------------------------------------------
\2\ To facilitate arbitrage, among other things, each day a Fund
would publish a basket of securities and cash that, while different
from the Fund's portfolio, is designed to closely track its daily
performance.
---------------------------------------------------------------------------
2. The Adviser, a North Carolina limited liability company, will be
the investment adviser to the Initial Fund. Subject to approval by the
Fund's board of trustees, the 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''). The 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 North Carolina 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 Shielded Alpha
ETFs. Because the relief requested is the same as the relief granted by
the Commission under the Reference Order and because the Adviser has
entered into a licensing agreement with Blue Tractor Group LLC, or an
affiliate thereof, in order to offer Funds that operate as Shielded
Alpha ETFs, the Order would incorporate by reference the terms and
conditions of the Reference Order.
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) operates as a Shielded Alpha ETF as described by the
Reference Order; and (c) complies with the terms and conditions of the
Order and of the Reference Order, which is incorporated by reference
into the Order (each such company or series and the Initial Fund, a
``Fund'').\3\
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\3\ 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 of the Reference Order, which is 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
[[Page 44561]]
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 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
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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. 2020-15903 Filed 7-22-20; 8:45 am]
BILLING CODE 8011-01-P
