10606 Federal Register / Vol. 86, No. 33 / Monday, February 22, 2021 / Notices 

7 17 CFR 200.30–3(a)(12). 

1Applicants also request relief for future 

registered unit investment trusts (collectively, with 

Strategas Trust, the ‘‘Trusts’’) and series of the 

Trusts (‘‘Series’’) that are sponsored by Strategas or 

any entity controlling, controlled by or under 

common control with Strategas or any successor in 

interest to any such entity (together with Strategas, 

the ‘‘Depositor’’). Any existing or future entity that 

relies on the requested order will comply with the 

terms and conditions of the application. All existing 

entities that currently intend to rely on the 

requested order are named as applicants. 

submissions should refer to File 

Number SR–BX–2021–002 and should 

be submitted on or before March 15, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03460 Filed 2–19–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34195; 812–15160] 

Strategas Trust and Strategas 

Securities, LLC 

February 16, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under (a) 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from sections 2(a)(32), 2(a)(35), 14(a), 

19(b), 22(d) and 26(a)(2)(C) of the Act 

and rules 19b–1 and rule 22c–1 

thereunder and (b) sections 11(a) and 

11(c) of the Act for approval of certain 

exchange and rollover privileges. 

APPLICANTS: Strategas Securities, LLC 

(‘‘Strategas’’) and Strategas Trust.1

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain unit 

investment trusts (‘‘UIT’’) to: (a) Impose 

sales charges on a deferred basis and 

waive the deferred sales charge in 

certain cases; (b) offer unitholders 

certain exchange and rollover options; 

(c) publicly offer units without requiring 

the Depositor to take for its own account 

$100,000 worth of units; and (d) 

distribute capital gains resulting from 

the sale of portfolio securities within a 

reasonable time after receipt. 

FILING DATES: The application was filed 

on September 18, 2020, and amended 

on January 5, 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 mail. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on March 

15, 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 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: 

Gus Demopolous, Strategas Trust, 52 

Vanderbilt Avenue, 8th Floor, New 

York, NY 10017 and Bradley Berman 

and Anna T. Pinedo, Mayer Brown LLP, 

1221 Avenue of the Americas, New 

York, NY 10020–1001. 

FOR FURTHER INFORMATION CONTACT: 

Laura L. Solomon, Senior Counsel, at 

(202) 551–6915, or Kaitlin C. Bottock, 

Branch Chief, at (202) 551–6821 

(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 an applicant using the 

Company name box, at http://

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

calling (202) 551–8090. 

Applicants’ Representations 

1. Strategas Trust and any future Trust 

will be a UIT registered under the Act. 

Strategas, a limited liability company, is 

registered under the Securities 

Exchange Act of 1934 as a broker-dealer 

and will be the Depositor of Strategas 

Trust. Each Series will be created by a 

trust agreement between the Depositor, 

the evaluator, and a banking institution 

or trust company as trustee. 

2. The Depositor acquires a portfolio 

of securities, which it deposits with the 

series trustee (‘‘Trustee’’) in exchange 

for certificates representing units of 

fractional undivided interest in the 

Series’ portfolio (‘‘Units’’). The Units are 

offered to the public through the 

Depositor and dealers at a price which, 

during the initial offering period, is 

based upon the aggregate market value 

of the underlying securities, or, the 

aggregate offering side evaluation of the 

underlying securities if the underlying 

securities are not listed on a securities 

exchange, plus a front-end sales charge, 

a deferred sales charge or both. The 

maximum sales charge may be reduced 

in compliance with rule 22d–1 under 

the Act in certain circumstances, which 

are disclosed in the Series’ prospectus. 

3. The Depositor may, but is not 

legally obligated to, maintain a 

secondary market for Units of an 

outstanding Series. Other broker-dealers 

may or may not maintain a secondary 

market for Units of a Series. If a 

secondary market is maintained, 

investors will be able to purchase Units 

on the secondary market at the current 

public offering price plus a front-end 

sales charge. If such a market is not 

maintained at any time for any Series, 

holders of the Units (‘‘Unitholders’’) of 

that Series may redeem their Units 

through the Trustee. 

A. Deferred Sales Charge and Waiver of 

Deferred Sales Charge Under Certain 

Circumstances 

1. Applicants request an order to the 

extent necessary to permit one or more 

Series to impose a sales charge on a 

deferred basis (‘‘DSC’’). For each Series, 

the Depositor would set a maximum 

sales charge per Unit, a portion of which 

may be collected ‘‘up front’’ (i.e., at the 

time an investor purchases the Units). 

The DSC would be collected 

subsequently in installments 

(‘‘Installment Payments’’) as described 

in the application. The Depositor would 

not add any amount for interest or any 

similar or related charge to adjust for 

such deferral. 

2. When a Unitholder redeems or sells 

Units, the Depositor intends to deduct 

any unpaid DSC from the redemption or 

sale proceeds. When calculating the 

amount due, the Depositor will assume 

that Units on which the DSC has been 

paid in full are redeemed or sold first. 

With respect to Units on which the DSC 

has not been paid in full, the Depositor 

will assume that the Units held for the 

longest time are redeemed or sold first. 

Applicants represent that the DSC 

collected at the time of redemption or 

sale, together with the Installment 

Payments and any amount collected up 

front, will not exceed the maximum 

sales charge per Unit. Under certain 

circumstances, the Depositor may waive 

the collection of any unpaid DSC in 

connection with redemptions or sales of 

Units. These circumstances will be 

disclosed in the prospectus for the 

relevant Series and implemented in 

accordance with rule 22d–1 under the 

Act. 

3. Each Series offering Units subject to 

a DSC will state the maximum charge 


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Federal Register / Vol. 86, No. 33 / Monday, February 22, 2021 / Notices 10607 

2Applicants state that a Structured Series will 

invest in FLEX Options with expiration dates that 

coincide with the Structured Series’ maturity date 

and any relief granted from the provisions of 

sections 14(a) and 19(b) of the Act and rule 19b– 

1 under the Act included in the requested order 

will not extend to any Series that intends to hold 

a derivative security other than FLEX Options. 

per Unit in its prospectus. In addition, 

the prospectus for such Series will 

include the table required by Form 

N–1A (modified as appropriate to reflect 

the difference between UITs and openend management investment 

companies) and a schedule setting forth 

the number and date of each Installment 

Payment, along with the duration of the 

collection period. The prospectus also 

will disclose that portfolio securities 

may be sold to pay the DSC if 

distribution income is insufficient and 

that securities will be sold pro rata, if 

practicable, otherwise a specific security 

will be designated for sale. 

B. Exchange Option and Rollover 

Option 

1. Applicants request an order to the 

extent necessary to permit Unitholders 

of a Series to exchange their Units for 

Units of another Series (‘‘Exchange 

Option’’) and Unitholders of a Series 

that is terminating to exchange their 

Units for Units of a new Series of the 

same type (‘‘Rollover Option’’). The 

Exchange Option and Rollover Option 

would apply to all exchanges of Units 

sold with a front-end sales charge, a 

DSC or both. 

2. A Unitholder who purchases Units 

under the Exchange Option or Rollover 

Option would pay a lower sales charge 

than that which would be paid for the 

Units by a new investor. The reduced 

sales charge will be reasonably related 

to the expenses incurred in connection 

with the administration of the DSC 

program, which may include an amount 

that will fairly and adequately 

compensate the Depositor and 

participating underwriters and brokers 

for their services in providing the DSC 

program. 

Applicants’ Legal Analysis 

A. DSC and Waiver of DSC 

1. Section 4(2) of the Act defines a 

‘‘unit investment trust’’ as an 

investment company that issues only 

redeemable securities. Section 2(a)(32) 

of the Act defines a ‘‘redeemable 

security’’ as a security that, upon its 

presentation to the issuer, entitles the 

holder to receive approximately his or 

her proportionate share of the issuer’s 

current net assets or the cash equivalent 

of those assets. Rule 22c–1 under the 

Act requires that the price of a 

redeemable security issued by a 

registered investment company for 

purposes of sale, redemption or 

repurchase be based on the security’s 

current net asset value (‘‘NAV’’). 

Because the collection of any unpaid 

DSC may cause a redeeming Unitholder 

to receive an amount less than the NAV 

of the redeemed Units, applicants 

request relief from section 2(a)(32) and 

rule 22c–1. 

2. Section 22(d) of the Act and rule 

22d–1 under the Act require a registered 

investment company and its principal 

underwriter and dealers to sell 

securities only at the current public 

offering price described in the 

investment company’s prospectus, with 

the exception of sales of redeemable 

securities at prices that reflect 

scheduled variations in the sales load. 

Section 2(a)(35) of the Act defines the 

term ‘‘sales load’’ as the difference 

between the sales price and the portion 

of the proceeds invested by the 

depositor or trustee. Applicants request 

relief from section 2(a)(35) and section 

22(d) to permit waivers, deferrals or 

other scheduled variations of the sales 

load. 

3. Under section 6(c) of the Act, the 

Commission may exempt classes of 

transactions, 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. Applicants state that their 

proposal meets the standards of section 

6(c). Applicants state that the provisions 

of section 22(d) are intended to prevent 

(a) riskless trading in investment 

company securities due to backward 

pricing, (b) disruption of orderly 

distribution by dealers selling shares at 

a discount, and (c) discrimination 

among investors resulting from different 

prices charged to different investors. 

Applicants assert that the proposed DSC 

program will present none of these 

abuses. Applicants further state that all 

scheduled variations in the sales load 

will be disclosed in the prospectus of 

each Series and applied uniformly to all 

investors, and that applicants will 

comply with all the conditions set forth 

in rule 22d–1. 

4. Section 26(a)(2)(C) of the Act, in 

relevant part, prohibits a trustee or 

custodian of a UIT from collecting from 

the trust as an expense any payment to 

the trust’s depositor or principal 

underwriter. Because the Trustee’s 

payment of the DSC to the Depositor 

may be deemed to be an expense under 

section 26(a)(2)(C), applicants request 

relief under section 6(c) from section 

26(a)(2)(C) to the extent necessary to 

permit the Trustee to collect Installment 

Payments and disburse them to the 

Depositor. Applicants submit that the 

relief is appropriate because the DSC is 

more properly characterized as a sales 

load. 

B. Exchange Option and Rollover 

Option 

1. Sections 11(a) and 11(c) of the Act 

prohibit any offer of exchange by a UIT 

for the securities of another investment 

company unless the terms of the offer 

have been approved in advance by the 

Commission. Applicants request an 

order under sections 11(a) and 11(c) for 

Commission approval of the Exchange 

Option and the Rollover Option. 

C. Net Worth Requirement 

1. Section 14(a) of the Act requires 

that a registered investment company 

have $100,000 of net worth prior to 

making a public offering. Applicants 

state that each Series will comply with 

this requirement because the Depositor 

will deposit more than $100,000 of 

securities. Applicants assert, however, 

that the Commission has interpreted 

section 14(a) as requiring that the initial 

capital investment in an investment 

company be made without any intention 

to dispose of the investment. Applicants 

state that, under this interpretation, a 

Series would not satisfy section 14(a) 

because of the Depositor’s intention to 

sell all the Units of the Series. 

2. Rule 14a–3 under the Act exempts 

UITs from section 14(a) if certain 

conditions are met, one of which is that 

the UIT invest only in ‘‘eligible trust 

securities,’’ as defined in the rule. 

Applicants state that they may not rely 

on rule 14a–3 because certain Series 

(collectively, ‘‘Structured Series’’) will 

invest all or a portion of their assets in 

equity securities, debt securities, 

FLexible EXchange® Options (‘‘FLEX 

Options’’) 2, or other assets which do not 

satisfy the definition of eligible trust 

securities. 

3. Applicants request an exemption 

under section 6(c) of the Act to the 

extent necessary to exempt the 

Structured Series from the net worth 

requirement in section 14(a). Applicants 

state that the Series and the Depositor 

will comply in all respects with the 

requirements of rule 14a–3, except that 

the Structured Series will not restrict 

their portfolio investments to ‘‘eligible 

trust securities.’’ 

D. Capital Gains Distribution 

1. Section 19(b) of the Act and rule 

19b–1 under the Act provide that, 

except under limited circumstances, no 

registered investment company may 


tkelley on DSKBCP9HB2PROD with NOTICES
10608 Federal Register / Vol. 86, No. 33 / Monday, February 22, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

distribute long-term gains more than 

once every twelve months. Rule 19b– 

1(c), under certain circumstances, 

exempts a UIT investing in eligible trust 

securities (as defined in rule 14a–3) 

from the requirements of rule 19b–1. 

Because the Structured Series do not 

limit their investments to eligible trust 

securities, however, the Structured 

Series will not qualify for the exemption 

in paragraph (c) of rule 19b–1. 

Applicants therefore request an 

exemption under section 6(c) from 

section 19(b) and rule 19b–1 to the 

extent necessary to permit capital gains 

earned in connection with the sale of 

portfolio securities to be distributed to 

Unitholders along with the Structured 

Series’ regular distributions. In all other 

respects, applicants will comply with 

section 19(b) and rule 19b–1. 

2. Applicants state that their proposal 

meets the standards of section 6(c). 

Applicants assert that any sale of 

portfolio securities would be triggered 

by the need to meet Trust expenses, 

Installment Payments, or by redemption 

requests, events over which the 

Depositor and the Structured Series do 

not have control. Applicants further 

state that, because principal 

distributions must be clearly indicated 

in accompanying reports to Unitholders 

as a return of principal and will be 

relatively small in comparison to 

normal dividend distributions, there is 

little danger of confusion from failure to 

differentiate among distributions. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

A. DSC Relief and Exchange and 

Rollover Options 

1. Whenever the Exchange Option or 

Rollover Option is to be terminated or 

its terms are to be amended materially, 

any holder of a security subject to that 

privilege will be given prominent notice 

of the impending termination or 

amendment at least 60 days prior to the 

date of termination or the effective date 

of the amendment, provided that: (a) No 

such notice need be given if the only 

material effect of an amendment is to 

reduce or eliminate the sales charge 

payable at the time of an exchange, to 

add one or more new Series eligible for 

the Exchange Option or the Rollover 

Option, or to delete a Series which has 

terminated; and (b) no notice need be 

given if, under extraordinary 

circumstances, either (i) there is a 

suspension of the redemption of Units 

of the Series under section 22(e) of the 

Act and the rules and regulations 

promulgated thereunder, or (ii) a Series 

temporarily delays or ceases the sale of 

its Units because it is unable to invest 

amounts effectively in accordance with 

applicable investment objectives, 

policies and restrictions. 

2. An investor who purchases Units 

under the Exchange Option or Rollover 

Option will pay a lower sales charge 

than that which would be paid for the 

Units by a new investor. 

3. The prospectus of each Series 

offering exchanges or rollovers and any 

sales literature or advertising that 

mentions the existence of the Exchange 

Option or Rollover Option will disclose 

that the Exchange Option and the 

Rollover Option are subject to 

modification, termination or suspension 

without notice, except in certain limited 

cases. 

4. Any DSC imposed on a Series’ 

Units will comply with the 

requirements of subparagraphs (1), (2) 

and (3) of rule 6c–10(a) under the Act. 

5. Each Series offering Units subject to 

a DSC will include in its prospectus the 

disclosure required by Form N–1A 

relating to deferred sales charges 

(modified as appropriate to reflect the 

differences between UITs and open-end 

management investment companies) 

and a schedule setting forth the number 

and date of each Installment Payment. 

B. Net Worth Requirement 

Applicants will comply in all respects 

with the requirements of rule 14a–3 

under the Act, except that the 

Structured Series will not restrict their 

portfolio investments to ‘‘eligible trust 

securities.’’ 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03455 Filed 2–19–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91138; File No. SR– 

NASDAQ–2021–008] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Equity 4, Rule 4759 

February 16, 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 February 

3, 2021, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

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 amend 

Equity 4, Rule 4759 (Data Feeds 

Utilized) to change the primary and 

secondary source of quotation data of 

certain market centers in the list of 

proprietary and network processor feeds 

that the Exchange utilizes for the 

handling, routing, and execution of 

orders as well as regulatory compliance 

processes related to those functions. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/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 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to update and 

amend the data feeds table in Equity 4, 

Rule 4759, which sets forth on a marketby-market basis the specific proprietary 

and network processor feeds that the 

Exchange utilizes for the handling, 

routing, and execution of orders, and for 

performing the regulatory compliance 

processes related to each of those 

functions. Specifically, the table would 

be amended to reflect that the Exchange 

will receive a direct feed from MIAX 

PEARL, LLC (‘‘MIAX PEARL’’) and 

MEMX LLC (‘‘MEMX’’) as its primary 


tkelley on DSKBCP9HB2PROD with NOTICES