Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 85787 

1Blue Tractor ETF Trust and Blue Tractor Group, 

LLC, Investment Company Act Rel. Nos. 33682 

(Nov. 14, 2019) (notice) and 33710 (Dec. 10, 2019) 

(order). Applicants are not seeking relief under 

section 12(d)(1)(J) of the Act for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of the Act (the 

‘‘Section 12(d)(1) Relief’’), and relief under sections 

6(c) and 17(b) of the Act for an exemption from 

sections 17(a)(1) and 17(a)(2) of the Act relating to 

the Section 12(d)(1) Relief, 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. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief would be 

subject to the following conditions: 

1. Each Fund will adopt an Advisory 

Agreement that specifies that its Adviser 

may opt to receive Shares in lieu of cash 

payment of Advisory Fees. Such 

Advisory Agreement will contain: 

a. A precise formula for determining 

the number of Shares to be issued as 

compensation to the Adviser for each 

applicable Fee Calculation Period, 

including the date upon which the 

calculation shall be performed, stating 

that the number of Shares that an 

Adviser will receive will be equal to the 

quotient of (x) the sum of Advisory Fees 

elected by the Adviser for payment in 

Shares and (y) the greater of (i) the 

current NAV per share of the class of 

Shares the Adviser will receive, as 

determined by or under the supervision 

of the Fund’s board of directors in 

accordance with section 23(b) of the Act 

and (ii) the current offering price of the 

class of Shares the Adviser will receive. 

b. A provision ensuring that such 

Adviser must elect in advance of each 

Fee Calculation Period whether the 

Advisory Fees for that Fee Calculation 

Period will be payable in cash, Shares 

of the Fund, or some combination of 

cash and Shares of the Fund, and if a 

combination of cash and Shares, what 

the breakdown will be. 

2. Any Shares received by an Adviser 

in lieu of cash payment of Advisory 

Fees will have the same rights and 

obligations as Shares of the same class 

issued to other investors in the Fund, 

except that an Adviser will mirror vote 

any Shares received in lieu of cash 

payment of Advisory Fees in the same 

proportion as the vote of all other 

shareholders that are not (i) an Adviser 

or its control affiliates, and (ii) to the 

Adviser’s knowledge, affiliates of the 

Adviser (excluding control affiliates), 

for so long as the Adviser serves as the 

investment adviser to the Fund. The 

Adviser will not receive preferential 

voting, dividend or liquidity rights with 

respect to its Shares and will be subject 

to the same fees and expenses 

applicable to the Fund’s other 

shareholders in the relevant class. 

3. Each Fund will disclose in its 

registration statements and proxy 

statements (i) that its Adviser may be 

compensated in Shares in lieu of cash 

payments in reliance on the relief, (ii) 

that its Adviser will commit not to sell 

any Shares received in lieu of a cash 

payment of Advisory Fees for at least 12 

months from the date of issuance, 

except in exceptional circumstances (in 

such a case, the Adviser will keep a 

record of the reason for selling the 

Shares within 12 months and the 

records will be maintained and 

preserved in accordance with rule 204– 

2(e)(1) under the Advisers Act), and (iii) 

any potential risks related to relying on 

the relief. For any Fee Calculation 

Period during which the Adviser has 

elected to receive all or a portion of its 

Advisory Fees in Shares, the Fund will 

post a notice to that effect on the Fund’s 

website. The Fund will maintain and 

make publicly available on the Fund’s 

website a historical record of how the 

Adviser was compensated for each Fee 

Calculation Period during the Fund’s 

last three fiscal years. The Fund will 

include, in response to any item on the 

applicable form for registration of 

securities requiring a description of the 

Adviser’s compensation (currently Item 

9 of Form N–2), a cross-reference noting 

the availability of such historical 

information on the Fund’s website. 

4. The requested relief will expire on 

the effective date of any Commission 

rule under the Act that provides relief 

addressing the ability of closed-end 

investment companies to pay their 

investment advisers their advisory fees 

in shares in lieu of paying an equivalent 

amount in cash. 

By the Commission. 

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2020–28749 Filed 12–28–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34149; File No. 812–15169] 

ALPS ETF Trust, et al. 

December 22, 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), 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. 

APPLICANTS: ALPS ETF Trust (the 

‘‘Trust’’), ALPS Advisors, Inc. (the 

‘‘Initial Adviser’’), and ALPS Portfolio 

Solutions Distributor, 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; and (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. 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 October 8, 2020 and amended on 

December 21, 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 January 

19, 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 

Secretarys-Office@sec.gov. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, SecretarysOffice@sec.gov. Applicants: Cara B. 

Owen, Esq., cara.owen@alpsinc.com. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel, at (202) 

551–3038 or Trace W. Rakestraw, 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES
85788 Federal Register / Vol. 85, No. 249 / Tuesday, December 29, 2020 / Notices 

2To 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. 

3All 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. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

Branch Chief, at (202) 551–6825 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants 

1. The Trust is a 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 Initial Adviser is a corporation 

organized under the laws of Colorado 

and will be the investment adviser to 

the Initial Fund. Subject to approval by 

the Trust’s board of trustees, 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 ‘‘SubAdviser’’). Any Sub-Adviser to a Fund 

will be registered under the Advisers 

Act. 

3. The Distributor is a corporation 

organized under the laws of Colorado 

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, 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 Funds 

that operate as Shielded Alpha 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 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 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 a Shielded 

Alpha ETF as described by the 

Reference Order; and (c) complies with 

the terms and conditions of the Order 

and the terms and conditions of the 

Reference Order that are incorporated 

by reference into the Order (each such 

company or series and 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 

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. 

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2020–28763 Filed 12–28–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90763; File No. SR–OCC– 

2020–016] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing of Proposed Rule Change 

Concerning The Options Clearing 

Corporation’s System for Theoretical 

Analysis and Numerical Simulation 

(‘‘STANS’’) Methodology 

Documentation 

December 21, 2020. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’),1 and Rule 19b-4 

thereunder,2 notice is hereby given that 

on December 9, 2020, the Options 

Clearing Corporation (‘‘OCC’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by OCC. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

This proposed rule change by OCC 

would adopt a new document 

describing OCC’s System for Theoretical 

Analysis and Numerical Simulation 

(‘‘STANS’’), which OCC uses to 

calculate daily and intra-day margin 

requirements for its Clearing Members 

(such document being the ‘‘STANS 

Methodology Description’’). OCC also 

proposes to make conforming and other 

non-substantive changes to its Margin 

Policy. 

The proposed STANS Methodology 

Description is submitted without 

marking in confidential Exhibit 5A to 

SR–OCC–2020–016 because this 

document is being submitted in its 

entirety as new rule text. The proposed 

changes to OCC’s current rule text 

related to the STANS methodology, 

known as the Margins Methodology, are 

contained in confidential Exhibit 5B to 

SR–OCC–2020–016. Material proposed 

to be added to the current rule text is 


KHAMMOND on DSKJM1Z7X2PROD with NOTICES