Blue Tractor ETF Trust and Blue Tractor Group, LLC, 7756-7757 [2024-02245]
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7756
Federal Register / Vol. 89, No. 24 / Monday, February 5, 2024 / Notices
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change is effective
upon filing pursuant to section
19(b)(3)(A) 28 of the Act and
subparagraph (f)(2) of Rule 19b–4 29
thereunder, because it establishes a due,
fee, or other charge imposed by the
Exchange.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under section 19(b)(2)(B) 30 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
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
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–NYSEAMER–2024–06 and should
be submitted on or before February 26,
2024.
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:
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.31
Sherry R. Haywood,
Assistant Secretary.
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
NYSEAMER–2024–06 on the subject
line.
SECURITIES AND EXCHANGE
COMMISSION
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–NYSEAMER–2024–06. 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 (https://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
AGENCY:
28 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2).
30 15 U.S.C. 78s(b)(2)(B).
[FR Doc. 2024–02160 Filed 2–2–24; 8:45 am]
BILLING CODE 8011–01–P
[Investment Company Act Release No.
35121; 812–15209]
Blue Tractor ETF Trust and Blue
Tractor Group, LLC
January 31, 2024.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application to
amend a prior order for exemptive
relief.
Applicants
request an order (‘‘Amended Order’’)
that would amend a prior order to
permit a Fund (as defined below) to
engage in short sales with respect to the
same types of instruments that a Fund
is permitted to hold as long positions.
APPLICANTS: Blue Tractor ETF Trust and
Blue Tractor Group, LLC
(‘‘Applicants’’).
FILING DATES: The application was filed
on March 19, 2021, and amended on
August 12, 2021, February 15, 2022,
June 3, 2022, June 7, 2023 and January
30, 2024.
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
SUMMARY OF APPLICATION:
29 17
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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, if
an email address is listed for the
relevant Applicant below, or personally
or by mail, if a physical address is listed
for the relevant Applicant below.
Hearing requests should be received by
the Commission by 5:30 p.m. on
February 26, 2024 and should be
accompanied by proof of service on the
Applicants, in the form of an affidavit,
or, for lawyers, a certificate of service.
Pursuant to rule 0–5 under the
Investment Company Act of 1940
(‘‘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 to the Commission’s Secretary.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
MMundt@stradley.com.
FOR FURTHER INFORMATION CONTACT:
Deepak T. Pai, Senior Counsel; Trace W.
Rakestraw, Senior Special Counsel, at
(202) 551–6825 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: For
Applicants’ representations, legal
analysis, and conditions, please refer to
Applicants’ fifth amended and restated
application, dated January 30, 2024,
which may be obtained via the
Commission’s website by searching for
the file number at the top of this
document, or for an Applicant using the
Company name search field, on the
SEC’s EDGAR system. The SEC’s
EDGAR system may be searched at,
https://www.sec.gov/edgar/searchedgar/
legacy/companysearch.html. You may
also call the SEC’s Public Reference
Room at (202) 551–8090.
I. Introduction
1. On December 10, 2019, the
Commission issued an order 1 (as
subsequently amended,2 the ‘‘Prior
Order’’) 3 under section 6(c) of the Act
1 See Blue Tractor ETF Trust and Blue Tractor
Group, LLC, Investment Company Act Release No.
33682 (Nov. 14, 2019) (notice) and Investment
Company Act Release No. 33710 (Dec. 10, 2019)
(order).
2 See Blue Tractor ETF Trust and Blue Tractor
Group, LLC, Investment Company Act Release No.
34194 (Feb. 10, 2021) (notice) and Investment
Company Act Release No. 34221 (Mar. 9, 2021)
(order).
3 Except as specifically noted in the application
for the Amended Order, all representations and
conditions contained in the application first
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05FEN1
Federal Register / Vol. 89, No. 24 / Monday, February 5, 2024 / Notices
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.4 The Prior Order
permits Applicants to operate a novel
type of actively-managed exchangetraded fund (‘‘ETF’’) that is not required
to disclose its full portfolio holdings on
a daily basis (each, a ‘‘Fund’’). Rather,
pursuant to the Prior Order, each
Business Day 5 a Fund publishes a
basket of securities and cash that, while
different from the Fund’s portfolio, is
designed to closely track its daily
performance (the ‘‘Portfolio Reference
Basket’’).
2. Under the Prior Order, a Fund may
not borrow for investment purposes or
hold short positions. Applicants now
seek to amend the Prior Order to permit
a Fund to engage in short selling, but
only in the same types of instruments
that a Fund is permitted to hold as long
positions in its actual portfolio
(‘‘Portfolio Instruments’’).6
II. The Application
lotter on DSK11XQN23PROD with NOTICES1
A. Applicants’ Proposal
3. Upon amending the Prior Order,
the Portfolio Reference Basket will be
constructed in the same manner as
described in the Prior Order, except that
it will include a first portion
corresponding to the long positions in
the Fund’s actual portfolio and a second
portion corresponding to the short
positions in the Fund’s actual portfolio.
Applicants represent that, in the
aggregate, the Portfolio Reference Basket
will provide an arbitrage tool to allow
market participants to price and hedge
their positions in the ETF shares.
4. As described in the application, a
Fund will disclose publicly on its
website the respective aggregate
submitted with the Commission (File No. 812–
14625), as amended and restated, and filed with the
Commission on October 23, 2019 (the ‘‘First
Application’’), as modified according to the
application for an amended order subsequently
submitted with the Commission (File No. 812–
15162), as amended and restated, and filed with the
Commission on January 19, 2021, remain applicable
to the operation of the Funds and will apply to any
Funds relying on the Amended Order.
4 The relief granted 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, expired on January 19, 2022. See Fund of
Funds Arrangements, Investment Company Act Rel.
No. 10871 (Oct. 7, 2020), at III.
5 See First Application at 12.
6 See First Application at 8.
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weightings of the long and short
positions in the Fund’s actual portfolio.
In this manner, Applicants represent
that market participants will understand
the overall long and short exposures in
the Fund’s actual portfolio even though
the weightings of individual long and
short positions in the Portfolio
Reference Basket will be different than
the weightings of those individual long
and short positions within the Fund’s
actual portfolio. Applicants also
represent that although short positions
cannot be transferred within the Fund’s
creation basket, long positions and cash
amounts representing the net value of
short positions would be included in
the Fund’s creation basket, just as with
ETFs relying on Rule 6c–11.
B. Considerations Relating to the
Requested Relief
5. Applicants represent that they do
not believe that the use of short
positions related to the Portfolio
Instruments will give rise to any new
policy concerns, stating that the
disclosure of short positions will not
change the ability of arbitrageurs and
market participants to recognize, value,
and execute on arbitrage opportunities.
Applicants represent that the inclusion
of short positions in the actual portfolio
and disclosure of those short positions
in the Portfolio Reference Basket will
not disrupt the correlation between the
performance of the Portfolio Reference
Basket and the actual portfolio.
Applicants also believe that the pricing
of short positions in the Portfolio
Instruments should be as readily
ascertainable as the pricing of long
positions in those same Portfolio
Instruments because the pricing of the
short positions will reflect the liquidity
and pricing transparency of the related
Portfolio Instruments. As noted above,
moreover, Applicants have committed
that the Funds would publish daily the
aggregate short exposure of the actual
portfolio and the aggregate long
exposure of the actual portfolio so that
market participants will have even more
information about the ways in which
the positions in the Portfolio Reference
Basket relate to the actual portfolio.
III. Requested Exemptive Relief
Applicants believe that the Prior
Order, as amended, continues to meet
the relevant standards for relief
pursuant to 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, and under
sections 6(c) and 17(b) of the Act for an
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7757
exemption from sections 17(a)(1) and
17(a)(2) of the Act.7
IV. Applicants’ Conditions
Applicants agree that the Amended
Order granting the requested relief will
be subject to all of the conditions in the
Prior Order.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–02245 Filed 2–2–24; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
35119; 812–15526]
BondBloxx ETF Trust and BondBloxx
Investment Management Corporation
January 30, 2024.
Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’).
ACTION: Notice.
AGENCY:
Notice of an application under section
6(c) of the Investment Company Act of
1940 (‘‘Act’’) for an exemption from
section 15(a) of the Act, as well as from
certain disclosure requirements in rule
20a–1 under the Act, Item 19(a)(3) of
Form N–1A, Items 22(c)(1)(ii),
22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
Schedule 14A under the Securities
Exchange Act of 1934, and sections 6–
07(2)(a), (b), and (c) of Regulation S–X
(‘‘Disclosure Requirements’’).
SUMMARY OF APPLICATION: The requested
exemption would permit Applicants to
enter into and materially amend
subadvisory agreements with
subadvisers without shareholder
approval and would grant relief from
the Disclosure Requirements as they
relate to fees paid to the subadvisers.
APPLICANTS: BondBloxx ETF Trust and
BondBloxx Investment Management
Corporation.
FILING DATES: The application was filed
on November 24, 2023, and amended on
January 16, 2024 and January 26, 2024.
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 on any application by
emailing the SEC’s Secretary at
Secretarys-Office@sec.gov and serving
the Applicants with a copy of the
request by email, if an email address is
listed for the relevant Applicant below,
7 See
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supra note 4.
05FEN1
]]>Agencies
[Federal Register Volume 89, Number 24 (Monday, February 5, 2024)]
[Notices]
[Pages 7756-7757]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-02245]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 35121; 812-15209]
Blue Tractor ETF Trust and Blue Tractor Group, LLC
January 31, 2024.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application to amend a prior order for exemptive
relief.
-----------------------------------------------------------------------
Summary of Application: Applicants request an order (``Amended
Order'') that would amend a prior order to permit a Fund (as defined
below) to engage in short sales with respect to the same types of
instruments that a Fund is permitted to hold as long positions.
Applicants: Blue Tractor ETF Trust and Blue Tractor Group, LLC
(``Applicants'').
Filing Dates: The application was filed on March 19, 2021, and amended
on August 12, 2021, February 15, 2022, June 3, 2022, June 7, 2023 and
January 30, 2024.
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, if an email address is listed for the
relevant Applicant below, or personally or by mail, if a physical
address is listed for the relevant Applicant below. Hearing requests
should be received by the Commission by 5:30 p.m. on February 26, 2024
and should be accompanied by proof of service on the Applicants, in the
form of an affidavit, or, for lawyers, a certificate of service.
Pursuant to rule 0-5 under the Investment Company Act of 1940
(``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 to the Commission's Secretary.
ADDRESSES: The Commission: [email protected]. Applicants:
[email protected].
FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel; Trace
W. Rakestraw, Senior Special Counsel, at (202) 551-6825 (Division of
Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: For Applicants' representations, legal
analysis, and conditions, please refer to Applicants' fifth amended and
restated application, dated January 30, 2024, which may be obtained via
the Commission's website by searching for the file number at the top of
this document, or for an Applicant using the Company name search field,
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at,
https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You
may also call the SEC's Public Reference Room at (202) 551-8090.
I. Introduction
1. On December 10, 2019, the Commission issued an order \1\ (as
subsequently amended,\2\ the ``Prior Order'') \3\ under section 6(c) of
the Act
[[Page 7757]]
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.\4\ The Prior Order
permits Applicants to operate a novel type of actively-managed
exchange-traded fund (``ETF'') that is not required to disclose its
full portfolio holdings on a daily basis (each, a ``Fund''). Rather,
pursuant to the Prior Order, each Business Day \5\ a Fund publishes a
basket of securities and cash that, while different from the Fund's
portfolio, is designed to closely track its daily performance (the
``Portfolio Reference Basket'').
---------------------------------------------------------------------------
\1\ See Blue Tractor ETF Trust and Blue Tractor Group, LLC,
Investment Company Act Release No. 33682 (Nov. 14, 2019) (notice)
and Investment Company Act Release No. 33710 (Dec. 10, 2019)
(order).
\2\ See Blue Tractor ETF Trust and Blue Tractor Group, LLC,
Investment Company Act Release No. 34194 (Feb. 10, 2021) (notice)
and Investment Company Act Release No. 34221 (Mar. 9, 2021) (order).
\3\ Except as specifically noted in the application for the
Amended Order, all representations and conditions contained in the
application first submitted with the Commission (File No. 812-
14625), as amended and restated, and filed with the Commission on
October 23, 2019 (the ``First Application''), as modified according
to the application for an amended order subsequently submitted with
the Commission (File No. 812-15162), as amended and restated, and
filed with the Commission on January 19, 2021, remain applicable to
the operation of the Funds and will apply to any Funds relying on
the Amended Order.
\4\ The relief granted 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, expired
on January 19, 2022. See Fund of Funds Arrangements, Investment
Company Act Rel. No. 10871 (Oct. 7, 2020), at III.
\5\ See First Application at 12.
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2. Under the Prior Order, a Fund may not borrow for investment
purposes or hold short positions. Applicants now seek to amend the
Prior Order to permit a Fund to engage in short selling, but only in
the same types of instruments that a Fund is permitted to hold as long
positions in its actual portfolio (``Portfolio Instruments'').\6\
---------------------------------------------------------------------------
\6\ See First Application at 8.
---------------------------------------------------------------------------
II. The Application
A. Applicants' Proposal
3. Upon amending the Prior Order, the Portfolio Reference Basket
will be constructed in the same manner as described in the Prior Order,
except that it will include a first portion corresponding to the long
positions in the Fund's actual portfolio and a second portion
corresponding to the short positions in the Fund's actual portfolio.
Applicants represent that, in the aggregate, the Portfolio Reference
Basket will provide an arbitrage tool to allow market participants to
price and hedge their positions in the ETF shares.
4. As described in the application, a Fund will disclose publicly
on its website the respective aggregate weightings of the long and
short positions in the Fund's actual portfolio. In this manner,
Applicants represent that market participants will understand the
overall long and short exposures in the Fund's actual portfolio even
though the weightings of individual long and short positions in the
Portfolio Reference Basket will be different than the weightings of
those individual long and short positions within the Fund's actual
portfolio. Applicants also represent that although short positions
cannot be transferred within the Fund's creation basket, long positions
and cash amounts representing the net value of short positions would be
included in the Fund's creation basket, just as with ETFs relying on
Rule 6c-11.
B. Considerations Relating to the Requested Relief
5. Applicants represent that they do not believe that the use of
short positions related to the Portfolio Instruments will give rise to
any new policy concerns, stating that the disclosure of short positions
will not change the ability of arbitrageurs and market participants to
recognize, value, and execute on arbitrage opportunities. Applicants
represent that the inclusion of short positions in the actual portfolio
and disclosure of those short positions in the Portfolio Reference
Basket will not disrupt the correlation between the performance of the
Portfolio Reference Basket and the actual portfolio. Applicants also
believe that the pricing of short positions in the Portfolio
Instruments should be as readily ascertainable as the pricing of long
positions in those same Portfolio Instruments because the pricing of
the short positions will reflect the liquidity and pricing transparency
of the related Portfolio Instruments. As noted above, moreover,
Applicants have committed that the Funds would publish daily the
aggregate short exposure of the actual portfolio and the aggregate long
exposure of the actual portfolio so that market participants will have
even more information about the ways in which the positions in the
Portfolio Reference Basket relate to the actual portfolio.
III. Requested Exemptive Relief
Applicants believe that the Prior Order, as amended, continues to
meet the relevant standards for relief pursuant to 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, 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.\7\
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\7\ See supra note 4.
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IV. Applicants' Conditions
Applicants agree that the Amended Order granting the requested
relief will be subject to all of the conditions in the Prior Order.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-02245 Filed 2-2-24; 8:45 am]
BILLING CODE 8011-01-P
