7756 Federal Register / Vol. 89, No. 24 / Monday, February 5, 2024 / Notices 

28 15 U.S.C. 78s(b)(3)(A). 

29 17 CFR 240.19b–4(f)(2). 

30 15 U.S.C. 78s(b)(2)(B). 31 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). 

2See Blue Tractor ETF Trust and Blue Tractor 

Group, LLC, Investment Company Act Release No. 

34194 (Feb. 10, 2021) (notice) and Investment 

Company Act Release No. 34221 (Mar. 9, 2021) 

(order). 

3Except as specifically noted in the application 

for the Amended Order, all representations and 

conditions contained in the application first 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to section 

19(b)(3)(A) 28 of the Act and 

subparagraph (f)(2) of Rule 19b–4 29

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under section 19(b)(2)(B) 30 of the Act to 

determine whether the proposed rule 

change should be approved or 

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSEAMER–2024–06 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–NYSEAMER–2024–06. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NYSEAMER–2024–06 and should 

be submitted on or before February 26, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02160 Filed 2–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35121; 812–15209] 

Blue Tractor ETF Trust and Blue 

Tractor Group, LLC 

January 31, 2024. 

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 a Fund (as defined below) to 

engage in short sales with respect to the 

same types of instruments that a Fund 

is permitted to hold as long positions. 

APPLICANTS: Blue Tractor ETF Trust and 

Blue Tractor Group, LLC 

(‘‘Applicants’’). 

FILING DATES: The application was filed 

on March 19, 2021, and amended on 

August 12, 2021, February 15, 2022, 

June 3, 2022, June 7, 2023 and January 

30, 2024. 

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, if 

an email address is listed for the 

relevant Applicant below, or personally 

or by mail, if a physical address is listed 

for the relevant Applicant below. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on 

February 26, 2024 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. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

MMundt@stradley.com. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel; Trace W. 

Rakestraw, Senior Special Counsel, at 

(202) 551–6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ fifth amended and restated 

application, dated January 30, 2024, 

which may be obtained via the 

Commission’s website by searching for 

the file number at the top of this 

document, or for an Applicant using the 

Company name search field, on the 

SEC’s EDGAR system. The SEC’s 

EDGAR system may be searched at, 

https://www.sec.gov/edgar/searchedgar/ 

legacy/companysearch.html. You may 

also call the SEC’s Public Reference 

Room at (202) 551–8090. 

I. Introduction 

1. On December 10, 2019, the 

Commission issued an order 1 (as 

subsequently amended,2 the ‘‘Prior 

Order’’) 3 under section 6(c) of the Act 


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Federal Register / Vol. 89, No. 24 / Monday, February 5, 2024 / Notices 7757 

submitted with the Commission (File No. 812– 

14625), as amended and restated, and filed with the 

Commission on October 23, 2019 (the ‘‘First 

Application’’), as modified according to the 

application for an amended order subsequently 

submitted with the Commission (File No. 812– 

15162), as amended and restated, and filed with the 

Commission on January 19, 2021, remain applicable 

to the operation of the Funds and will apply to any 

Funds relying on the Amended Order. 

4The relief granted 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, expired on January 19, 2022. See Fund of 

Funds Arrangements, Investment Company Act Rel. 

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

5See First Application at 12. 

6See First Application at 8. 7See supra note 4. 

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.4 The Prior Order 

permits Applicants to operate a novel 

type of actively-managed exchangetraded 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 5 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 ‘‘Portfolio Reference 

Basket’’). 

2. Under the Prior Order, a Fund may 

not borrow for investment purposes or 

hold short positions. Applicants now 

seek to amend the Prior Order to permit 

a Fund to engage in short selling, but 

only in the same types of instruments 

that a Fund is permitted to hold as long 

positions in its actual portfolio 

(‘‘Portfolio Instruments’’).6

II. The Application 

A. Applicants’ Proposal 

3. Upon amending the Prior Order, 

the Portfolio Reference Basket will be 

constructed in the same manner as 

described in the Prior Order, except that 

it will include a first portion 

corresponding to the long positions in 

the Fund’s actual portfolio and a second 

portion corresponding to the short 

positions in the Fund’s actual portfolio. 

Applicants represent that, in the 

aggregate, the Portfolio Reference Basket 

will provide an arbitrage tool to allow 

market participants to price and hedge 

their positions in the ETF shares. 

4. As described in the application, a 

Fund will disclose publicly on its 

website the respective aggregate 

weightings of the long and short 

positions in the Fund’s actual portfolio. 

In this manner, Applicants represent 

that market participants will understand 

the overall long and short exposures in 

the Fund’s actual portfolio even though 

the weightings of individual long and 

short positions in the Portfolio 

Reference Basket will be different than 

the weightings of those individual long 

and short positions within the Fund’s 

actual portfolio. Applicants also 

represent that although short positions 

cannot be transferred within the Fund’s 

creation basket, long positions and cash 

amounts representing the net value of 

short positions would be included in 

the Fund’s creation basket, just as with 

ETFs relying on Rule 6c–11. 

B. Considerations Relating to the 

Requested Relief 

5. Applicants represent that they do 

not believe that the use of short 

positions related to the Portfolio 

Instruments will give rise to any new 

policy concerns, stating that the 

disclosure of short positions will not 

change the ability of arbitrageurs and 

market participants to recognize, value, 

and execute on arbitrage opportunities. 

Applicants represent that the inclusion 

of short positions in the actual portfolio 

and disclosure of those short positions 

in the Portfolio Reference Basket will 

not disrupt the correlation between the 

performance of the Portfolio Reference 

Basket and the actual portfolio. 

Applicants also believe that the pricing 

of short positions in the Portfolio 

Instruments should be as readily 

ascertainable as the pricing of long 

positions in those same Portfolio 

Instruments because the pricing of the 

short positions will reflect the liquidity 

and pricing transparency of the related 

Portfolio Instruments. As noted above, 

moreover, Applicants have committed 

that the Funds would publish daily the 

aggregate short exposure of the actual 

portfolio and the aggregate long 

exposure of the actual portfolio so that 

market participants will have even more 

information about the ways in which 

the positions in the Portfolio Reference 

Basket relate to the actual portfolio. 

III. Requested Exemptive Relief 

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.7

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. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02245 Filed 2–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35119; 812–15526] 

BondBloxx ETF Trust and BondBloxx 

Investment Management Corporation 

January 30, 2024. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (‘‘Act’’) for an exemption from 

section 15(a) of the Act, as well as from 

certain disclosure requirements in rule 

20a–1 under the Act, Item 19(a)(3) of 

Form N–1A, Items 22(c)(1)(ii), 

22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 

Schedule 14A under the Securities 

Exchange Act of 1934, and sections 6– 

07(2)(a), (b), and (c) of Regulation S–X 

(‘‘Disclosure Requirements’’). 

SUMMARY OF APPLICATION: The requested 

exemption would permit Applicants to 

enter into and materially amend 

subadvisory agreements with 

subadvisers without shareholder 

approval and would grant relief from 

the Disclosure Requirements as they 

relate to fees paid to the subadvisers. 

APPLICANTS: BondBloxx ETF Trust and 

BondBloxx Investment Management 

Corporation. 

FILING DATES: The application was filed 

on November 24, 2023, and amended on 

January 16, 2024 and January 26, 2024. 

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 on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 


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