Federal Register / Vol. 86, No. 11 / Tuesday, January 19, 2021 / Notices 5283 

1Precidian 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. 

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. 

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 

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. 

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

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 


khammond on DSKJM1Z7X2PROD with NOTICES
5284 Federal Register / Vol. 86, No. 11 / Tuesday, January 19, 2021 / Notices 

2To 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. 

3Aspects of the Funds are covered by intellectual 

property rights, including but not limited to those 

which are described in one or more patent 

applications. 

4All 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. 

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 

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. 

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. 

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. 

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 


khammond on DSKJM1Z7X2PROD with NOTICES