Federal Register / Vol. 86, No. 37 / Friday, February 26, 2021 / Notices 11815 

designated this policy statement as not a ‘‘major 

rule,’’ as defined by 5 U.S.C. 804(2). See 5 U.S.C. 

801 et seq. 

7Our position also extends to any related relief 

under section 17(b) of the Act from section 17(a) 

that the insurance company might have received to 

conduct the substitutions in-kind. 

8An insurance company that has not obtained 

such an order since January 1, 2004, but may have 

acquired another insurance company that did, may 

not rely on the acquiree’s order under the 

Commission’s position; an insurance company that 

had obtained such an order and also may have 

acquired another insurance company that also had 

obtained such an order, must look exclusively to 

the terms and conditions of the acquiror’s order for 

purposes of the Commission’s position. 

Commission Statement 

Based on the Commission’s 

administrative experience with 

substitution orders, we are stating our 

position that the substitution by an 

insurance company of registered openend investment companies used as 

Investment Options for variable life 

insurance policies or variable annuity 

contracts will not provide a basis for an 

enforcement action if the insurance 

company does not obtain an order from 

the Commission under section 26(c) 

(and section 17(b) for certain 

substitutions) so long as the terms and 

conditions of the proposed substitution 

are substantially similar to those 

approved by a prior order for a 

substitution pursuant to section 26(c) 

obtained by the insurance company 

since January 1, 2004.7

When making the sort of substitution 

discussed in this Commission 

statement, the insurance company 

should submit correspondence 

accompanying its disclosure of the 

upcoming substitution made via a 

prospectus supplement filed with the 

Commission pursuant to Rule 497 under 

the 1933 Act. Such correspondence 

should: (1) Indicate that the substitution 

is of the type discussed in this 

Commission statement; (2) identify the 

prior order with terms and conditions 

substantially similar to those in the 

substitution; (3) confirm that the 

substitution is consistent with the terms 

and conditions of the identified prior 

order; and (4) explain why each existing 

fund and corresponding replacement 

fund are substantially similar, including 

a comparison of the investment 

objectives, strategies and risks of each 

existing fund and its corresponding 

replacement fund. 

Any insurance company that has not 

obtained an order under section 26(c) 

for a substitution since January 1, 2004 

will need to apply for one, and any 

insurance company that prefers to 

receive such an order is able to continue 

to apply for one.8 We believe that this 

approach would continue to preserve 

the investor protections that have been 

afforded as part of the review of 

substitutions under section 26(c), while 

allowing for a more efficient process of 

substitutions in the variable insurance 

products context. We also believe that 

this approach would lessen the 

regulatory burden associated with 

insurance company substitutions, while 

remaining consistent with previous 

Substitution Orders that were designed 

to address the concerns reflected in the 

legislative history of section 26(c) of the 

Act. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03989 Filed 2–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34198; 812–15205] 

Infinity Q Diversified Alpha Fund, a 

Series of Trust for Advised Portfolios, 

and Infinity Q Capital Management, 

LLC; Notice of Application and 

Temporary Order 

February 22, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application and a 

temporary order under Section 22(e)(3) 

of the Investment Company Act of 1940 

(the ‘‘Act’’). 

SUMMARY OF APPLICATION: Applicants 

request a temporary order to permit 

Infinity Q Diversified Alpha Fund (the 

‘‘Fund’’), a series of Trust for Advised 

Portfolios (the ‘‘Trust’’), to suspend the 

right of redemption of its outstanding 

redeemable securities. 

APPLICANTS: The Trust, on behalf of the 

Fund, and Infinity Q Capital 

Management LLC, the Fund’s 

investment adviser (‘‘Infinity Q’’ and 

together with the Trust, the 

‘‘Applicants’’). 

FILING DATE: The application was filed 

on February 22, 2021. 

HEARING OR NOTIFICATION OF HEARING: 

Interested persons may request a 

hearing by writing to the Commission’s 

Secretary at Secretarys-Office@sec.gov 

and serving applicants with a copy of 

the request, personally or by mail. 

Hearing requests should be received by 

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

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 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, SecretarysOffice@sec.gov. Applicants: Trust, on 

behalf of the Fund, c/o U.S. Bank Global 

Fund Services, P.O. Box 701, 

Milwaukee, Wisconsin 53201–0701, 

with copies to Christopher D. Menconi, 

Esq., Ivan P. Harris, Esq., Morgan, Lewis 

& Bockius LLP, 1111 Pennsylvania 

Avenue NW, Washington, DC 20004; 

Infinity Q, 888 Seventh Avenue, Suite 

3700, New York, NY 10106, with copies 

to Alexander J. Willscher, Esq., 

Frederick Wertheim, Esq., Sullivan & 

Cromwell LLP, 125 Broad Street, New 

York, NY 10004. 

FOR FURTHER INFORMATION CONTACT: 

Daniel T. Gallagher, Attorney-Adviser, 

Jennifer L. Sawin, Senior Counsel, or 

Janet M. Grossnickle, Assistant Director, 

at (202) 551–6821 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: 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. 

Background 

1. The Trust is registered under the 

Act as an open-end series management 

investment company. Infinity Q is the 

investment adviser to the Fund, a series 

of the Trust. Infinity Q is registered as 

an investment adviser under the 

Investment Advisers Act of 1940. 

Infinity Q valued its assets under 

management as of January 31, 2021, at 

approximately $3.0 billion, of which 

approximately $1.8 billion was 

attributable to the Fund. The Fund is a 

‘‘commodity pool’’ under the U.S. 

Commodity Exchange Act, and Infinity 

Q is a ‘‘commodity pool operator’’ 

registered with and regulated by the 

Commodity Futures Trading 

Commission. 

2. Applicants state that the request for 

relief arises from Infinity Q’s inability, 

as required under the Fund’s valuation 

procedures, to value certain Fund 

holdings and the Fund’s resulting 

inability to calculate net asset value 

(‘‘NAV’’). According to Applicants, the 

Fund’s current portfolio includes swap 

instruments (the ‘‘Swaps’’) for which 


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11816 Federal Register / Vol. 86, No. 37 / Friday, February 26, 2021 / Notices 

1 In developing the Plan of Distribution, the Board 

will assess the impact of errors in the calculation 

of the Fund’s net asset value with respect to current 

and former shareholders and consider the 

importance of maintaining regulated investment 

company status under subchapter M of the Internal 

Revenue Code of 1986, as amended. For good cause 

shown, the Commission staff may extend any of the 

dates set forth in the Order. Deadlines for 

procedural dates shall be counted in calendar days, 

except that if the last day falls on a weekend or 

federal holiday, the next business day shall be 

considered the last day. 

Infinity Q calculates fair value using 

models provided by a third-party 

pricing vendor. Applicants state that as 

of February 18, 2021, the Fund’s 

reported NAV was derived using a 

valuation for these Swaps that resulted 

in the value of the Swaps constituting 

approximately 18% of the Fund’s 

reported NAV. Applicants state that on 

February 18, 2021, based on information 

learned by the Commission staff and 

shared with Infinity Q, Infinity Q 

informed the Fund that Infinity Q’s 

Chief Investment Officer had been 

adjusting certain parameters within the 

third-party pricing model that affected 

the valuation of the Swaps. Applicants 

state that on February 19, 2021, Infinity 

Q informed the Fund that at such time 

it was unable to conclude that these 

adjustments were reasonable, and, 

further, that it was unable to verify that 

the values it had previously determined 

for the Swaps were reflective of fair 

value. Applicants state further that 

Infinity Q also informed the Fund that 

it would not be able to calculate a fair 

value for any of the Swaps in sufficient 

time to calculate an accurate NAV for at 

least several days. 

3. Applicants represent that they have 

begun the effort to value these Swap 

positions accurately and have retained 

an independent valuation expert. They 

currently believe that this may take 

several days or weeks. Applicants state 

that Infinity Q and the Fund are also 

determining whether the fair values 

previously calculated for positions other 

than the Swaps are reliable, and the 

extent of the impact on historical 

valuations. According to Applicants, as 

a result, the Fund was unable to 

calculate an NAV on February 19, 2021, 

and it is uncertain when the Fund will 

be able to calculate an NAV that would 

enable it to satisfy requests for 

redemptions of Fund shares. 

4. Applicants believe that the best 

course of action for current and former 

shareholders of the Fund is to liquidate 

the Fund in a reasonable period of time, 

determine the extent and impact of the 

historical valuation errors, and return 

the maximum amount of proceeds to 

such shareholders. Applicants represent 

that relief permitting the Fund to 

suspend redemptions and postpone the 

date of payment of redemption proceeds 

with respect to redemption orders 

received but not yet paid will permit the 

Fund to arrive at a valuation for the 

Swaps and any other portfolio holdings 

for which current and reliable market 

quotations are not available, and to 

liquidate its holdings in an orderly 

manner. 

Relief Requested 

1. Applicants request an order 

pursuant to Section 22(e) of the Act to 

suspend the right of redemption with 

respect to shares of the Fund effective 

February 19, 2021, and postpone the 

date of payment of redemption proceeds 

with respect to redemption orders 

received but not yet paid as of February 

22, 2021, for more than seven days after 

the tender of securities to the Fund, 

until the Fund completes the 

liquidation of its portfolio and 

distributes all its assets to current and 

former shareholders, as described in the 

conditions, or until the Commission 

rescinds the order granted herein. 

Applicants believe that the relief 

requested is appropriate for the 

protection of shareholders of the Fund. 

Applicants’ Legal Analysis 

1. Section 22(e)(1) of the Act provides 

that a registered investment company 

may not suspend the right of 

redemption or postpone the date of 

payment or satisfaction upon 

redemption of any redeemable security 

in accordance with its terms for more 

than seven days after the tender of such 

security to the company or its 

designated agent except for any period 

during which the New York Stock 

Exchange (‘‘NYSE’’) is closed other than 

customary week-end and holiday 

closings, or during which trading on the 

NYSE is restricted. 

2. Section 22(e)(3) of the Act provides 

that redemptions may be suspended by 

a registered investment company for 

such other periods as the Commission 

may by order permit for the protection 

of security holders of the registered 

investment company. 

3. Applicants submit that granting the 

requested relief would be for the 

protection of the shareholders of the 

Fund, as provided in Section 22(e)(3) of 

the Act. Applicants assert that in 

requesting an order by the Commission, 

the goal of the Board of Trustees of the 

Trust (the ‘‘Board’’) and Infinity Q is to 

ensure that the Fund’s current and 

former shareholders will be treated 

appropriately in view of the otherwise 

detrimental effect on the Fund of 

Infinity Q’s inability to calculate a fair 

value for any of the Swaps and an 

accurate NAV for the fund. The 

requested relief is intended to permit an 

orderly liquidation of the Fund’s 

portfolio and ensure that all of the 

shareholders are protected in the 

process. 

Applicants’ Conditions 

Applicants agree that any order of the 

Commission granting the requested 

relief will be subject to the following 

conditions: 

1. The Board, including a majority of 

the independent Trustees, will: (A) 

Create a plan for the orderly liquidation 

of Fund assets (‘‘Asset Liquidation 

Plan’’) and will submit the Asset 

Liquidation Plan to the staff of the 

Division of Investment Management no 

later than March 1, 2021; and (B) create 

a plan for making appropriate payments 

to current and former Fund 

shareholders (the ‘‘Plan of 

Distribution’’), including those whose 

redemption orders have been received 

but not paid, and will submit the Plan 

of Distribution to the staff of the 

Division of Investment Management no 

later than 90 days following the date of 

the order.1 The Asset Liquidation Plan 

and the Plan of Distribution will be 

subject to the supervision of the 

Commission. 

2. The Trust, on behalf of the Fund, 

will engage an independent third party 

to assist in determining the fair value of 

the Swaps and any other Fund holdings 

for which current and reliable market 

quotations are not readily available, 

including re-evaluating the historical 

valuations of the Fund. 

3. Without the prior written approval 

of the Board or the Board’s designee 

(other than Infinity Q), Infinity Q and 

any of its associated persons shall not 

direct any transactions, access assets of 

the Fund or make or alter any valuations 

of the Fund’s portfolio. 

4. Pending distribution, the Fund 

(with the prior written approval of the 

Board or a designee of the Board other 

than Infinity Q) will invest proceeds of 

cash dispositions of portfolio holdings 

solely in U.S. government securities, 

cash equivalents, securities eligible for 

purchase by a registered money market 

fund with legal maturities not in excess 

of 90 days and, if the Board determines 

to be necessary to protect the value of 

a portfolio position in a rights offering 

or other dilutive transaction, additional 

securities of the affected issuer. The 

Fund (with the prior written approval of 

the Board or a designee of the Board 

other than Infinity Q) may also invest 

cash in positions that offset existing 

portfolio positions or enter into other 


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Federal Register / Vol. 86, No. 37 / Friday, February 26, 2021 / Notices 11817 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

hedging transactions in connection with 

the orderly liquidation. 

5. The Fund will make liquidating 

cash distributions solely in accordance 

with the Plan of Distribution. 

6. The Fund and Infinity Q will make 

and keep true, accurate and current all 

appropriate records, including but not 

limited to those surrounding the events 

leading to the requested relief, the Asset 

Liquidation Plan, the Plan of 

Distribution (and distributions made 

pursuant thereto), the valuation and sale 

of Fund portfolio holdings, and 

communications with shareholders 

(including any complaints from 

shareholders and responses thereto). 

7. The Fund and Infinity Q will 

promptly make available to Commission 

staff all files, books, records and 

personnel, as requested, relating to the 

Fund. 

8. The Fund and Infinity Q will 

provide periodic reporting, no less 

frequently than weekly, to Commission 

staff regarding all activities carried out 

pursuant to the Asset Liquidation Plan 

and the Plan of Distribution. 

9. Infinity Q, its affiliates, and its and 

their associated persons, will not 

receive any fee for managing the Fund. 

10. The Fund will be in liquidation 

and will not be engaged and does not 

propose to engage in any business 

activities other than those necessary for 

the protection of its assets, the 

protection of current and former 

shareholders and the winding-down of 

its affairs. 

11. The Fund and Infinity Q will 

appropriately convey accurate and 

timely information to current and 

former shareholders of the Fund with 

regard to the status of the Fund and its 

liquidation (including posting such 

information on the Fund’s website), 

including, without limitation, 

information concerning the dates and 

amounts of distributions, press releases 

and periodic reports, and will maintain 

a toll-free number to respond to 

shareholder inquiries. 

12. The Fund shall consult with 

Commission staff prior to making any 

material amendments to the Asset 

Liquidation Plan and the Plan of 

Distribution. 

13. The Fund will comply with the 

requirements of Section 30 of the Act 

and the rules thereunder and will file a 

report containing a liquidation audit, 

i.e., audited financial statements dated 

as of or near the final distribution date, 

promptly following the Fund’s final 

liquidating distribution. 

14. The Fund and Infinity Q will 

comply with all provisions of the 

Federal securities laws. 

15. The relief granted pursuant to this 

application shall be without prejudice 

to, and shall not limit the Commission’s 

rights in any manner with respect to, 

any Commission investigation of, or 

legal proceedings involving or against 

the Applicants. 

Commission Finding 

Based on the representations and 

conditions in the application, the 

Commission permits the temporary 

suspension of the right of redemption 

for the protection of the Fund’s security 

holders. Under the circumstances 

described in the application, which 

require immediate action to protect the 

Fund’s security holders, the 

Commission concludes that it is not 

practicable to give notice or an 

opportunity to request a hearing before 

issuing the order. 

It is ordered, pursuant to Section 

22(e)(3) of the Act, that the requested 

relief from Section 22(e) of the Act is 

granted with respect to the Fund until 

it has liquidated, or until the 

Commission rescinds the order granted 

herein. This order shall be in effect as 

of February 22, 2021, with suspension 

of redemption requests as requested by 

the Applicants to be effective as of 

February 19, 2021. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–03966 Filed 2–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting; Cancellation 

FEDERAL REGISTER CITATION OF PREVIOUS

ANNOUNCEMENT: 86 FR 10609, February 

22, 2021. 

PREVIOUSLY ANNOUNCED TIME AND DATE OF

THE MEETING: Thursday, February 25, 

2021 at 2:30 p.m. 

CHANGES IN THE MEETING: The Closed 

Meeting scheduled for Thursday, 

February 25, 2021 at 2:30 p.m., has been 

cancelled. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Dated: February 24, 2021. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2021–04120 Filed 2–24–21; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91175; File No. SR–MSRB– 

2021–01] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Extend the Compliance 

Date of Amended Form G–32 

February 22, 2021. 

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 February 17, 2021 the Municipal 

Securities Rulemaking Board (‘‘MSRB’’) 

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 MSRB. 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 MSRB filed with the Commission 

a proposed rule change to extend the 

March 31, 2021 compliance date of 

previously approved amendments to 

Form G–32 until August 2, 2021 in 

order to provide brokers, dealers, and 

municipal securities dealers 

(collectively, ‘‘dealers’’) additional time 

to operationalize compliance with the 

amended form (the ‘‘proposed rule 

change’’). The MSRB has designated the 

proposed rule change as constituting a 

‘‘noncontroversial’’ rule change under 

paragraph (f)(6) of Rule 19b–4 under the 

Act,3 which renders the proposal 

effective upon receipt of this filing by 

the Commission. 

The text of the proposed rule change 

is available on the MSRB’s website at 

www.msrb.org/Rules-andInterpretations/SEC-Filings/2021- 

Filings.aspx, at the MSRB’s principal 

office, 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 

MSRB included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 


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