ActiveShares ETF Trust, et al., 5283-5284 [2021-00960]

Download as PDF Federal Register / Vol. 86, No. 11 / Tuesday, January 19, 2021 / Notices Prohibiting Involvement in NRCLicensed Activities Immediately Effective), Review of LBP–20–11 (Tentative) (Contact: Wesley Held: 301–287– 3591) Additional Information: By a vote of 5–0 on January 13 and 14, 2021, the Commission determined pursuant to 5 U.S.C. 552b(e)(1) and 10 CFR 9.107 of the Commission’s rules that the above referenced Affirmation Session be held with less than one week notice to the public. The meeting will be held on January 15, 2021. Due to COVID–19, there will be no physical public attendance. The public is invited to attend the Commission’s meeting live via teleconference. Details for joining the teleconference in listen only mode can be found at https://www.nrc.gov/ pmns/mtg. Week of January 18, 2021 There are no meetings scheduled for the week of January 18, 2021. Week of January 25, 2021—Tentative There are no meetings scheduled for the week of January 25, 2021. Week of February 1, 2021—Tentative There are no meetings scheduled for the week of February 1, 2021. Week of February 8, 2021—Tentative There are no meetings scheduled for the week of February 8, 2021. Week of February 15, 2021—Tentative Thursday, February 18, 2021 10:00 a.m. Briefing on Equal Employment Opportunity, Affirmative Employment, and Small Business (Public Meeting) (Contact: Nadim Khan: 301–415–1119) Additional Information: Due to COVID–19, there will be no physical public attendance. The public is invited to attend the Commission’s meeting live by webcast at the Web address—https:// video.nrc.gov/. Week of February 22, 2021—Tentative There are no meetings scheduled for the week of February 22, 2021. khammond on DSKJM1Z7X2PROD with NOTICES CONTACT PERSON FOR MORE INFORMATION: For more information or to verify the status of meetings, contact Wesley Held at 301–287–3591 or via email at Wesley.Held@nrc.gov. The schedule for Commission meetings is subject to change on short notice. The NRC Commission Meeting Schedule can be found on the internet at: https://www.nrc.gov/public-involve/ public-meetings/schedule.html. The NRC provides reasonable accommodation to individuals with VerDate Sep<11>2014 19:19 Jan 17, 2021 Jkt 253001 disabilities where appropriate. If you need a reasonable accommodation to participate in these public meetings or need this meeting notice or the transcript or other information from the public meetings in another format (e.g., braille, large print), please notify Anne Silk, NRC Disability Program Specialist, at 301–287–0745, by videophone at 240–428–3217, or by email at Anne.Silk@nrc.gov. Determinations on requests for reasonable accommodation will be made on a case-by-case basis. Members of the public may request to receive this information electronically. If you would like to be added to the distribution, please contact the Nuclear Regulatory Commission, Office of the Secretary, Washington, DC 20555, at 301–415–1969, or by email at Tyesha.Bush@nrc.gov. The NRC is holding the meetings under the authority of the Government in the Sunshine Act, 5 U.S.C. 552b. Dated: January 14, 2021. For the Nuclear Regulatory Commission. Wesley W. Held, Technical Coordinator, Office of the Secretary. [FR Doc. 2021–01225 Filed 1–14–21; 4:15 pm] BILLING CODE 7590–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34172; File No. 812–15178] ActiveShares ETF Trust, et al. January 12, 2021. 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: ActiveShares ETF Trust (the ‘‘Trust’’), Legg Mason Partners Fund Advisor, LLC (the ‘‘Initial Adviser’’), and Legg Mason Investor 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 PO 00000 Frm 00154 Fmt 4703 Sfmt 4703 5283 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 Filing Date: The application was filed on November 5, 2020 and amended on December 23, 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 February 8, 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 SecretarysOffice@sec.gov. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: ActiveShares ETF Trust, Legg Mason Partners Fund Advisor, LLC, and Legg Mason Investor Services, LLC: c/o Marc De Oliveira, ActiveShares ETF Trust, MADeoliveira@leggmason.com; Laura E. Flores, Morgan, Lewis & Bockius LLP, laura.flores@morganlewis.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 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. E:\FR\FM\19JAN1.SGM 19JAN1 5284 Federal Register / Vol. 86, No. 11 / Tuesday, January 19, 2021 / Notices 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 the State of Maryland 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 an initial Fund (the ‘‘Initial Fund’’). The Funds will 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 Fund. 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. khammond on DSKJM1Z7X2PROD with NOTICES 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 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. VerDate Sep<11>2014 19:19 Jan 17, 2021 Jkt 253001 requested is the same as certain of the relief granted by the Commission under the Reference Order and because the Initial Adviser, or an affiliate thereof, 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 Fund and to any other existing or future registered openend management investment company or series thereof that: (a) Is advised by 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 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 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. 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. 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. PO 00000 Frm 00155 Fmt 4703 Sfmt 4703 For the Commission, by the Division of Investment Management, pursuant to delegated authority. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–00960 Filed 1–15–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–90903; File No. SR–ISE– 2020–43] Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Delete the Exchange Membership Rules and Incorporate by Reference the Membership Rules of The Nasdaq Stock Market LLC January 12, 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 December 29, 2020, Nasdaq ISE, LLC (‘‘ISE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III, 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 delete the Exchange’s membership rules currently under the General 3 title, incorporate by reference The Nasdaq Stock Market LLC’s (‘‘Nasdaq’’) rules in the General 3 Rule 1000 Series, and other related changes. The text of the proposed rule change is available on the Exchange’s website at https://listingcenter.nasdaq.com/ rulebook/ise/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 1 15 2 17 E:\FR\FM\19JAN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 19JAN1

Agencies

[Federal Register Volume 86, Number 11 (Tuesday, January 19, 2021)]
[Notices]
[Pages 5283-5284]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-00960]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34172; File No. 812-15178]


ActiveShares ETF Trust, et al.

January 12, 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), 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: ActiveShares ETF Trust (the ``Trust''), Legg Mason 
Partners Fund Advisor, LLC (the ``Initial Adviser''), and Legg Mason 
Investor 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 November 5, 2020 and 
amended on December 23, 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 February 8, 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: The Commission: [email protected]. Applicants: 
ActiveShares ETF Trust, Legg Mason Partners Fund Advisor, LLC, and Legg 
Mason Investor Services, LLC: c/o Marc De Oliveira, ActiveShares ETF 
Trust, [email protected]; Laura E. Flores, Morgan, Lewis & 
Bockius LLP, [email protected].

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

[[Page 5284]]

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 the 
State of Maryland 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 an initial Fund (the ``Initial 
Fund''). 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 Fund. 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, or an affiliate thereof, 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 Fund and 
to any other existing or future registered open-end management 
investment company or series thereof that: (a) Is advised by 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 the 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. 2021-00960 Filed 1-15-21; 8:45 am]
BILLING CODE 8011-01-P
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