9976 Federal Register / Vol. 86, No. 30 / Wednesday, February 17, 2021 / Notices 

32 17 CFR 200.30–3(a)(12). 

1See 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). Except as specifically noted in the 

application, all representations and conditions 

contained in the application previously submitted 

with the Commission (File No. 812–14625), as 

amended and restated, and filed with the 

Commission on October 23, 2019 (the ‘‘Prior 

Application’’) remain applicable to the operation of 

the Funds and will apply to any Funds relying on 

the Amended Order. 

2The relief granted in the Prior Order 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 1940 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, will expire 

one year from the effective date of rule 12d1–4. See 

Fund of Funds Arrangements, Investment Company 

Act Rel. No. 10871 (Oct. 7, 2020), at III. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2021–004 on the subject line. 

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–NASDAQ–2021–004. 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 (http://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 

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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

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–NASDAQ–2021–004, and 

should be submitted on or before March 

10, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03089 Filed 2–16–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34194; 812–15162] 

Blue Tractor ETF Trust and Blue 

Tractor Group, LLC 

February 10, 2021. 

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 the Funds, as defined below, to 

use Creation Baskets (as defined below) 

that include instruments that are not 

included, or are included with different 

weightings, in the Fund’s Dynamic SSR 

Portfolio (as defined below). 

APPLICANTS: Blue Tractor ETF Trust and 

Blue Tractor Group, LLC. 

FILING DATES: The application was filed 

on September 18, 2020, and amended 

on January 19, 2021. 

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 March 

8, 2021 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 

at Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

MMundt@stradley.com. 

FOR FURTHER INFORMATION CONTACT: 

Marc Mehrespand, Senior Counsel; 

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 http://

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

calling (202) 551–8090. 

I. Introduction 

1. On December 10, 2019, the 

Commission issued an order (‘‘Prior 

Order’’) 1 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, 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.2 The Prior Order 

permitted Applicants to introduce a 

novel type of actively-managed 


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Federal Register / Vol. 86, No. 30 / Wednesday, February 17, 2021 / Notices 9977 

3All capitalized terms not otherwise defined in 

this notice have the meanings ascribed to them in 

the Prior Application. 

4 Deposit Instruments and Redemption 

Instruments may include cash and/or securities. 

5The Funds are not be able to operate in reliance 

on rule 6c–11 because they do not disclose their full 

portfolio holdings on a daily basis as required by 

the rule. See rule 6c–11(c)(1)(i) (requiring an ETF 

to disclose prominently on its website, publicly 

available and free of charge, the portfolio holdings 

that will form the basis for each calculation of NAV 

per share). 

6Pursuant to condition A.9, each Fund will also 

maintain and preserve a copy of the Dynamic SSR 

Portfolio published on the Fund’s website for each 

Business Day and a copy of each Creation Basket 

made available. 

7See Exchange-Traded Funds, Investment 

Company Act Release No. 33646 (Sept. 25, 2019) 

(‘‘ETF Adopting Release’’), at 80–94 (discussion of 

rule 6c–11 requirement for ETF policies and 

procedures concerning basket construction and 

acceptance and heightened policies and procedures 

for custom baskets). 

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 3 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 ‘‘Dynamic SSR 

Portfolio’’). 

2. Pursuant to the Prior Order, a Fund 

sells and redeems its shares (‘‘Shares’’) 

only in Creation Units and generally on 

an in-kind basis. Purchasers are 

required to purchase Creation Units by 

making a deposit of Deposit Instruments 

and shareholders redeeming their 

Shares receive a transfer of Redemption 

Instruments.4 Under the Prior Order, the 

names and quantities of the instruments 

that constitute the Deposit Instruments 

and the Redemption Instruments for a 

Fund (collectively, the ‘‘Creation 

Basket’’) are the same as the Fund’s 

Dynamic SSR Portfolio, except to the 

extent purchases and redemptions are 

made entirely or in part on a cash basis. 

3. Applicants now seek to amend the 

Prior Order to, in effect, give the Funds 

the same flexibility with respect to 

Creation Basket composition as afforded 

to ETFs relying on rule 6c–11.5 More 

specifically, Applicants have requested 

that the Funds be allowed to use 

Creation Baskets that include 

instruments that are not included, or are 

included with different weightings, in 

the Fund’s Dynamic SSR Portfolio. 

II. The Application 

A. Applicants’ Proposal 

4. Upon amending the Prior Order, 

the names and quantities of the 

instruments that may constitute a 

Creation Basket will generally be the 

same as the Fund’s Dynamic SSR 

Portfolio, but a Fund may accept 

Creation Baskets that differ from the 

Dynamic SSR Portfolio. Each Business 

Day, before the open of trading on the 

Exchange where a Fund is listed, the 

Fund will publish on its website the 

composition of any Creation Basket 

exchanged with an authorized 

participant on the previous Business 

Day that differed from such Business 

Day’s Dynamic SSR Portfolio other than 

with respect to cash. 

5. Applicants represent that, for 

portfolio management or other reasons, 

the Funds may determine that it is 

desirable to use Creation Baskets that 

differ from the Dynamic SSR Portfolio 

(beyond cash substitutions). For 

example, a Fund may want to use a 

Creation Basket that contains 

instruments that are not included in a 

Fund’s Dynamic SSR Portfolio if the 

Adviser or Sub-Adviser seeks to add an 

instrument to the Fund’s Actual 

Portfolio) without incurring transaction 

costs associated with the purchase of 

the instrument for cash. Similarly, if the 

Adviser or Sub-Adviser decides to sell 

an instrument from a Fund’s Actual 

Portfolio, the instrument may be 

included in a Creation Basket with the 

expectation that the Fund will deliver it 

in-kind during a redemption 

transaction. 

6. The Funds will use the requested 

basket flexibility only in circumstances 

under which Applicants believe there 

will be no harm to the Funds or their 

shareholders, and in order to benefit the 

Funds and their shareholders by 

reducing costs, increasing efficiency and 

improving trading. 

7. Pursuant to condition A.10 herein, 

each Fund will adopt and implement 

written policies and procedures 

regarding the construction of its 

Creation Baskets in accordance with 

rule 6c–11 under the Act. For purposes 

of the requirement to comply with the 

policies and procedures provision in 

rule 6c–11, only Creation Baskets that 

differ from a Fund’s Dynamic SSR 

Portfolio will be treated as a ‘‘custom 

basket’’ under rule 6c–11(c)(3). 

8. Furthermore, pursuant to condition 

A.9 herein, each Fund will comply with 

the recordkeeping requirements of rule 

6c–11.6 For purposes of the requirement 

to comply with the recordkeeping 

provision in rule 6c–11, only Creation 

Baskets different from a Fund’s 

Dynamic SSR Portfolio will be treated as 

a ‘‘custom basket’’ under rule 6c– 

11(d)(2)(ii). 

B. Considerations Relating to the 

Requested Relief 

9. Applicants represent that the 

ability to utilize a Creation Basket that 

includes instruments that are not 

included, or are included with different 

weightings, in a Fund’s Dynamic SSR 

Portfolio, or are included in different 

weightings, does not raise any new 

policy concerns about reverse 

engineering of a Fund’s portfolio, selfdealing or overreaching, or selective 

disclosure beyond those concerns 

addressed in connection with the Prior 

Order. 

10. Reverse Engineering. Applicants 

acknowledge that, by using a Creation 

Basket that includes instruments that 

are not included in a Fund’s Dynamic 

SSR Portfolio, or are included in 

different percentages, and by publishing 

such Creation Basket on its website, the 

Fund would provide market 

participants with additional information 

about which instruments it adds or 

removes from the Fund’s Actual 

Portfolio. However, Applicants 

represent that they will operate the 

Funds in a manner designed to 

minimize the risk of reverse engineering 

and, for the reasons set forth in the 

application, believe successful frontrunning or free-riding is highly unlikely. 

11. Self-Dealing or Overreaching. 

Applicants state that authorized 

participants and other market 

participants will not have the ability to 

disadvantage the Funds by 

manipulating or influencing the 

composition of Creation Baskets, 

including those that differ from the 

Dynamic SSR Portfolio. Like the basket 

and custom basket policies and 

procedures required of ETFs by rule 6c– 

11, the Funds will adopt and implement 

written policies and procedures that 

govern the construction of Creation 

Baskets and the process that will be 

used for the acceptance of Creation 

Baskets to safeguard the best interests of 

the Funds and their shareholders.7

12. Selective Disclosure. The Funds 

and each person acting on behalf of the 

Funds will continue to be required to 

comply with Regulation Fair Disclosure 

as if it applied to them (except that the 

exemptions provided in rule 

100(b)(2)(iii) therein shall not apply). 

Applicants believe that the new 

Creation Basket flexibility being sought 

by the Applicants does not raise any 

new concerns about selective disclosure 

of non-public material information. 

First, a Fund’s use of, or conversations 

with authorized participants about, 

Creation Baskets that would result in 

such disclosure would effectively be 

limited by the Funds’ obligation to 

comply with Regulation Fair Disclosure. 

Second, as noted above, each Business 

Day, before the open of trading on the 


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9978 Federal Register / Vol. 86, No. 30 / Wednesday, February 17, 2021 / Notices 

8See supra note 2. 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90363 

(Nov. 5, 2020), 85 FR 71964 (Nov. 12 2020) 

(‘‘Notice’’). 

4See Securities Exchange Act Release No. 90726 

(Dec. 20, 2020), 85 FR 84431 (Dec. 28, 2020). 

5 In Amendment No. 1, the Exchange removed 

one of the proposed changes from the original 

proposal. Specifically, the Exchange removed the 

proposed change to adopt a new definition of 

Auction Reference Price for exchange-facilitated 

Core Open Auctions and to amend the temporary 

rule related to such auctions set forth in 

Commentary .04 to Rule 7.35C. This aspect of the 

original proposal is now the subject of a separate 

proposed rule change filed by the Exchange on 

February 8, 2021 (SR–NYSE–2021–13). 

6As defined in Rule 7.35(a)(1), an ‘‘Auction’’ 

refers to the process for opening, reopening, or 

closing of trading of Auction-Eligible Securities on 

the Exchange, which can result in either a trade or 

a quote. 7For purposes of Auctions, the term ‘‘DMM 

Interest’’ is defined in Rule 7.35(a)(8) to mean all 

buy and sell interest entered by a DMM unit in its 

assigned securities and includes: ‘‘DMM Auction 

Liquidity,’’ which is non-displayed buy and sell 

interest that is designated for an Auction only (see 

Rule 7.35(a)(8)(A)); ‘‘DMM Orders’’ which are 

orders, as defined under Rule 7.31, entered by a 

DMM unit (see Rule 7.35(a)(8)(B)); and ‘‘DMM 

After-Auction Orders,’’ which are orders entered by 

a DMM unit before either the Core Open Auction 

or Trading Halt Auction that do not participate in 

an Auction and are intended instead to maintain 

price continuity with reasonable depth following an 

Auction (see Rule 7.35(a)(8)(C)). 

8 In this Amendment No. 1, the Exchange is 

removing its proposed change to Rule 7.35C(b)(1) 

Exchange where a Fund is listed, the 

Fund will publish on its website the 

composition of any basket accepted by 

the Fund on the previous Business Day 

that differed from such Business Day’s 

Dynamic SSR Portfolio other than with 

respect to cash. 

III. Requested Exemptive Relief 

For the reasons stated above, 

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, 

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.8

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, except that condition A.9 of 

the Prior Order is deleted in its entirety 

and replaced with the conditions A.9 

and A.10 as follows: 

9. Each Fund will comply with the 

recordkeeping requirements of rule 6c– 

11 under the Act, as amended, except 

that for purposes of this condition, only 

Creation Baskets different from the 

Fund’s Dynamic SSR Portfolio will be 

treated as a ‘‘custom basket’’ under rule 

6c–11(d)(2)(ii). In addition, each Fund 

will maintain and preserve, for a period 

of not less than five years, in an easily 

accessible place, (i) a copy of the 

Dynamic SSR Portfolio published on the 

Fund’s website for each Business Day; 

and (ii) a copy of each Creation Basket 

made available. 

10. Each Fund will adopt and 

implement written policies and 

procedures that govern the construction 

of Creation Baskets, as required under 

rule 6c–11(c)(3) under the Act, as 

amended, except that for purposes of 

this condition, only Creation Baskets 

different from the Fund’s Dynamic SSR 

Portfolio will be treated as a ‘‘Custom 

Basket’’. The Fund’s basket policies and 

procedures will be covered by the 

Fund’s compliance program and other 

requirements under rule 38a–1 under 

the Act, as amended. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03086 Filed 2–16–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91095; File No. SR–NYSE– 

2020–89] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Amendment No. 1 and Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Amend Rule 

7.35C 

February 10, 2021. 

I. Introduction 

On October 23, 2020, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend Rule 7.35C (Exchange-Facilitated 

Auctions) to (1) provide the Exchange 

authority to facilitate a Trading Halt 

Auction if a security has not reopened 

by 3:30 p.m. following a MWCB Halt; (2) 

widen the Auction Collar for an 

Exchange-facilitated Trading Halt 

Auction following an MWCB Halt; (3) 

provide that certain DMM Interest 

would not be canceled following an 

Exchange-facilitated Auction; and (4) 

change the Auction Reference Price for 

Exchange-facilitated Core Open 

Auctions. 

The proposed rule change was 

published for comment in the Federal 

Register on November 12, 2020.3 On 

December 18, 2020, the Commission 

extended the time period within which 

to either approve the proposed rule 

change, disapprove the proposed rule 

change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change, to 

February 10, 2020.4 On February 5, 

2020, the Exchange filed Amendment 

No. 1 to the proposed rule change.5 The 

Commission has received no comments 

on the proposed rule change. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change, as modified by 

Amendment No. 1, from interested 

persons and is instituting proceedings 

under Section 19(b)(2)(B) of the Act to 

determine whether to approve or 

disapprove the proposed rule change, as 

modified by Amendment No. 1. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change, as Modified by Amendment 

No. 1 

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. 

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 amend 

Rule 7.35C (Exchange-Facilitated 

Auctions) to (1) provide the Exchange 

authority to facilitate a Trading Halt 

Auction 6 if a security has not reopened 

following a Level 1 or Level 2 trading 

halt due to extraordinary market 

volatility under Rule 7.12 (‘‘MWCB 

Halt’’) by 3:30 p.m.; (2) widen the 

Auction Collar for an Exchangefacilitated Trading Halt Auction 

following a MWCB Halt; and (3) provide 

that certain DMM Interest 7 would not 

be cancelled following an Exchangefacilitated Auction.8


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