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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7758 Federal Register / Vol. 89, No. 24 / Monday, February 5, 2024 / Notices 

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 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. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Edward Baer, Ropes & Gray LLP, 

Edward.Baer@ropesgray.com; with a 

copy to Joanna Gallegos, BondBloxx 

Investment Management Corporation, 

info@BondBloxxETF.com. 

FOR FURTHER INFORMATION CONTACT: 

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’ application, dated January 

26, 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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02150 Filed 2–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35120; 812–15516] 

Roundhill ETF Trust and Roundhill 

Financial Inc. 

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: Roundhill ETF Trust and 

Roundhill Financial Inc. 

FILING DATES: The application was filed 

on October 24, 2023, and amended on 

December 15, 2023, 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, 

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 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. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Morrison Warren, Esq., Chapman and 

Cutler LLP, warren@chapman.com, 

Richard Coyle, Esq., Chapman and 

Cutler LLP, rcoyle@chapman.com, 

Suzanne Russell, Esq., Chapman and 

Cutler LLP, russell@chapman.com, with 

a copy to Timothy Maloney, Roundhill 

Financial Inc., tmaloney@

roundhillinvestments.com. 

FOR FURTHER INFORMATION CONTACT: 

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’ application, dated January 

26, 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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02151 Filed 2–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: 2:00 p.m. on Thursday, 

February 8, 2024. 

PLACE: The meeting will be held via 

remote means and/or at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will be closed to 

the public. 

MATTERS TO BE CONSIDERED: 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the closed meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

In the event that the time, date, or 

location of this meeting changes, an 

announcement of the change, along with 

the new time, date, and/or place of the 

meeting will be posted on the 

Commission’s website at https://

www.sec.gov. 

The General Counsel of the 

Commission, or her designee, has 

certified that, in her opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) 

and (10) and 17 CFR 200.402(a)(3), 

(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and 

(a)(10), permit consideration of the 

scheduled matters at the closed meeting. 

The subject matter of the closed 

meeting will consist of the following 

topics: 

Institution and settlement of 

injunctive actions; 


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