AdvisorShares Trust, et al., 73321-73322 [2020-25329]
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Federal Register / Vol. 85, No. 222 / Tuesday, November 17, 2020 / Notices
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–MIAX–2020–35, and
should be submitted on or before
December 8, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–25264 Filed 11–16–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34092; File No. 812–15146]
AdvisorShares Trust, et al.
November 12, 2020.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
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), and 22(d) 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.
APPLICANTS: AdvisorShares Trust (the
‘‘Trust’’), AdvisorShares Investments,
LLC (the ‘‘Initial Adviser’’), and
Foreside Fund Services, LLC (the
‘‘Distributor’’).
SUMMARY OF APPLICATION: Applicants
request an order (‘‘Order’’) that permits:
(a) ActiveShares ETFs (as described in
the Reference Order (as 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; and (c) certain affiliated
persons of an ActiveShares ETF to
deposit securities into, and receive
securities from, the ActiveShares ETF 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
22 17
CFR 200.30–3(a)(12).
ETFs Trust, et al., Investment
Company Act Release Nos. 33440 (April 8, 2019)
1 Precidian
VerDate Sep<11>2014
19:46 Nov 16, 2020
Jkt 253001
The application was filed
on July 31, 2020 and amended on
November 3, 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
December 7, 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 SecretarysOffice@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
info@advisorshares.com.
FOR FURTHER INFORMATION CONTACT: Jill
Ehrlich, Senior Counsel, at (202) 551–
6819 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.
FILING DATE:
Applicants
1. The Trust is a statutory trust
established under the laws of Delaware
and will consist of one or more series
operating as ActiveShares 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 two initial Funds
(‘‘Initial Funds’’). The Funds will
(notice) and 33477 (May 20, 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, as granted in the Reference
Order. Accordingly, to the extent the terms and
conditions of the Reference Order relate to such
relief, they are not incorporated by reference into
the Order.
PO 00000
Frm 00064
Fmt 4703
Sfmt 4703
73321
operate as ActiveShares ETFs as
described in the Reference Order.2
2. The Initial Adviser, a Delaware
limited liability company, will be the
investment adviser to the Initial Funds.
An Adviser (as defined below) will
serve as investment adviser to each
Fund. The Initial 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 will
be registered under the Advisers Act.
3. The Distributor is a Delaware
limited liability company and a brokerdealer 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), and 22(d) 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. The requested Order
would permit applicants to offer
ActiveShares ETFs. Because the relief
requested is the same as certain of the
relief granted by the Commission under
the Reference Order and because the
Initial Adviser has entered into a license
agreement with Precidian Investments
LLC, or an affiliate thereof, in order to
offer ActiveShares ETFs,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 Funds and to any
other existing or future registered openend management investment company
or series thereof that: (a) Is advised by
2 To facilitate arbitrage, an ActiveShares ETF
disseminates a ‘‘verified intraday indicative value’’
or ‘‘VIIV,’’ reflecting the value of its portfolio
holdings, calculated every second during the
trading day. To protect the identity and weightings
of its portfolio holdings, an ActiveShares ETF sells
and redeems its Shares in creation units to
authorized participants only through an unaffiliated
broker-dealer acting on an agency basis.
3 Aspects of the Funds are covered by intellectual
property rights, including but not limited to those
which are described in one or more patent
applications.
E:\FR\FM\17NON1.SGM
17NON1
73322
Federal Register / Vol. 85, No. 222 / Tuesday, November 17, 2020 / Notices
the Initial Adviser or any entity
controlling, controlled by, or under
common control with the Initial Adviser
(any such entity, along with the Initial
Adviser, included in the term
‘‘Adviser’’); (b) operates as an
ActiveShares ETF as described in 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
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. Applicants
submit that for the reasons stated in the
Reference Order the requested relief
meets the exemptive standards under
sections 6(c) and 17(b) of the Act.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
BILLING CODE 8011–01–P
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.
19:46 Nov 16, 2020
Jkt 253001
[Release No. 34–90387; File No. SR–NYSE–
2020–93)
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change to
Amend Rules 7.35 and 7.35A
November 10, 2020.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on
November 3, 2020, New York Stock
Exchange LLC (‘‘NYSE’’ or the
‘‘Exchange’’) 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 self-regulatory organization. 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 (1) amend
Rule 7.35 to make permanent that the
Exchange would disseminate Auction
Imbalance Information if a security is an
IPO or Direct Listing and has not had its
IPO Auction or Direct Listing Auction;
and (2) amend Rule 7.35A regarding
consultations in connection with an IPO
or Direct Listing. The proposed rule
change is available on the Exchange’s
website at www.nyse.com, 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
[FR Doc. 2020–25329 Filed 11–16–20; 8:45 am]
VerDate Sep<11>2014
SECURITIES AND EXCHANGE
COMMISSION
In its filing with the Commission, the
self-regulatory organization 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 those 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 parts of such
statements.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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Frm 00065
Fmt 4703
Sfmt 4703
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to (1) amend
Rule 7.35 to make permanent that the
Exchange would disseminate Auction
Imbalance Information if a security is an
IPO or Direct Listing and has not had its
IPO Auction or Direct Listing Auction; 4
and (2) amend Rule 7.35A regarding
consultations in connection with an IPO
or Direct Listing.
Proposed Rule Changes
Rule 7.35—Auction Imbalance
Information
In connection with the closing of the
Trading Floor facilities located at 11
Wall Street in New York City as of
March 23, 2020 and moving the
Exchange, on a temporary basis, to fully
electronic trading,5 and subsequent
reopening of the Trading Floor on a
limited basis first to Floor Brokers on
May 26, 2020 6 and then to DMMs on
June 15, 2020,7 the Exchange added
Commentaries to Rule 7.35.8 Currently,
these Commentaries are in effect until
the earlier of a full reopening of the
Trading Floor facilities to DMMs or after
the Exchange closes on December 31,
2020.9
4 See Rules 7.35(a)(1)(D) (defining the term ‘‘IPO
Auction’’ to mean the Core Open Auction for the
first day of trading on the Exchange of a security
that is an IPO) and 7.35(a)(1)(E) (defining the term
‘‘Direct Listing Auction’’ to mean the Core Open
Auction for the first day of trading on the Exchange
of a security that is a Direct Listing).
5 Pursuant to Rule 7.1(e), the CEO notified the
Board of Directors of the Exchange of her
determination under Rule 7.1(c)(3). The Exchange’s
rules establish how the Exchange will function
fully-electronically. See Press Release, dated March
18, 2020, available here: https://ir.theice.com/press/
press-releases/all-categories/2020/03-18-2020204202110.
6 See Securities Exchange Act Release No. 88933
(May 22, 2020), 85 FR 32059 (May 28, 2020) (SR–
NYSE–2020–47) (Notice of filing and immediate
effectiveness of proposed rule change).
7 See Securities Exchange Act Release No. 89086
(June 17, 2020) (SR–NYSE–2020–52) (Notice of
filing and immediate effectiveness of proposed rule
change).
8 See Securities Exchange Act Release Nos. 88725
(April 22, 2020), 85 FR 23583 (April 28, 2020) (SR–
NYSE–2020–37) (amending Rule 7.35 to add
Commentary .01) (‘‘IPO Filing’’) and 89925
(September 18, 2020), 85 FR 60276 (September 24,
2020) (SR–NYSE–2020–75) (amending Rule 7.35 to
add Commentary .02) (‘‘Direct Listing Filing’’).
9 See Securities Exchange Act Release No. 90005
(September 25, 2020), 85 FR 61999 (October 1,
2020) (SR–NYSE–2020–78) (Notice of filing and
immediate effectiveness of proposed rule change to
extend the temporary period for Commentaries to
Rules 7.35, 7.35A, 7.35B, and 7.35C; and temporary
rule relief in Rule 36.30 to end on the earlier of a
full reopening of the Trading Floor facilities to
DMMs or after the Exchange closes on December 31,
2020) (‘‘Extension Filing’’).
E:\FR\FM\17NON1.SGM
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]]>Agencies
[Federal Register Volume 85, Number 222 (Tuesday, November 17, 2020)]
[Notices]
[Pages 73321-73322]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-25329]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34092; File No. 812-15146]
AdvisorShares Trust, et al.
November 12, 2020.
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), and 22(d) 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.
Applicants: AdvisorShares Trust (the ``Trust''), AdvisorShares
Investments, LLC (the ``Initial Adviser''), and Foreside Fund Services,
LLC (the ``Distributor'').
Summary of Application: Applicants request an order (``Order'') that
permits: (a) ActiveShares ETFs (as described in the Reference Order (as
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; and (c) certain affiliated persons of an
ActiveShares ETF to deposit securities into, and receive securities
from, the ActiveShares ETF 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\
---------------------------------------------------------------------------
\1\ Precidian ETFs Trust, et al., Investment Company Act Release
Nos. 33440 (April 8, 2019) (notice) and 33477 (May 20, 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, as granted in the Reference Order. Accordingly, to
the extent the terms and conditions of the Reference Order relate to
such relief, they are not incorporated by reference into the Order.
Filing Date: The application was filed on July 31, 2020 and amended on
---------------------------------------------------------------------------
November 3, 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 December 7, 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: The Commission: [email protected]. Applicants:
[email protected].
FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202)
551-6819 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 established under the laws of
Delaware and will consist of one or more series operating as
ActiveShares 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 two initial Funds (``Initial
Funds''). The Funds will operate as ActiveShares ETFs as described in
the Reference Order.\2\
---------------------------------------------------------------------------
\2\ To facilitate arbitrage, an ActiveShares ETF disseminates a
``verified intraday indicative value'' or ``VIIV,'' reflecting the
value of its portfolio holdings, calculated every second during the
trading day. To protect the identity and weightings of its portfolio
holdings, an ActiveShares ETF sells and redeems its Shares in
creation units to authorized participants only through an
unaffiliated broker-dealer acting on an agency basis.
---------------------------------------------------------------------------
2. The Initial Adviser, a Delaware limited liability company, will
be the investment adviser to the Initial Funds. An Adviser (as defined
below) will serve as investment adviser to each Fund. The Initial
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 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), and 22(d) 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. The requested Order would permit applicants to offer ActiveShares
ETFs. Because the relief requested is the same as certain of the relief
granted by the Commission under the Reference Order and because the
Initial Adviser has entered into a license agreement with Precidian
Investments LLC, or an affiliate thereof, in order to offer
ActiveShares ETFs,\3\ the Order would incorporate by reference the
terms and conditions of the same relief of the Reference Order.
---------------------------------------------------------------------------
\3\ Aspects of the Funds are covered by intellectual property
rights, including but not limited to those which are described in
one or more patent applications.
---------------------------------------------------------------------------
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
[[Page 73322]]
the Initial Adviser or any entity controlling, controlled by, or under
common control with the Initial Adviser (any such entity, along with
the Initial Adviser, included in the term ``Adviser''); (b) operates as
an ActiveShares ETF as described in 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\
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
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. Applicants submit that for the reasons stated in
the Reference Order the requested relief meets the exemptive standards
under sections 6(c) and 17(b) of the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-25329 Filed 11-16-20; 8:45 am]
BILLING CODE 8011-01-P
