Listed Funds Trust and Skyrocket Investments, LLC
| Published date | 08 June 2021 |
| Citation | 86 FR 30505 |
| Record Number | 2021-11917 |
| Section | Notices |
| Court | Securities And Exchange Commission |
30505
Federal Register / Vol. 86, No. 108 / Tuesday, June 8, 2021 / Notices
1
The term ‘‘Adviser’’ means (i) the Initial
Adviser, (ii) its successors, and (iii) any entity
controlling, controlled by or under common control
with, the Initial Adviser or its successors that serves
as the primary adviser to a Sub-Advised Fund. For
the purposes of the requested order, ‘‘successor’’ is
limited to an entity or entities that result from a
reorganization into another jurisdiction or a change
in the type of business organization. Any other
Adviser also will be registered with the
Commission as an investment adviser under the
Advisers Act.
2
The term ‘‘Board’’ also includes the board of
trustees or directors of a future Sub-Advised Fund
(as defined below), if different from the board of
trustees (‘‘Trustees’’) of the Trust.
3
A ‘‘Wholly-Owned Sub-Adviser’’ is any
investment adviser that is (1) an indirect or direct
‘‘wholly-owned subsidiary’’ (as such term is
defined in Section 2(a)(43) of the Act) of the
Adviser, (2) a ‘‘sister company’’ of the Adviser that
is an indirect or direct ‘‘wholly-owned subsidiary’’
of the same company that indirectly or directly
wholly owns the Adviser (the Adviser’s ‘‘parent
company’’), or (3) a parent company of the Adviser.
An ‘‘Affiliated Sub-Adviser’’ is any investment sub-
adviser that is not a Wholly-Owned Sub-Adviser,
but is an ‘‘affiliated person’’ (as defined in Section
2(a)(3) of the Act) of a Sub-Advised Fund or the
Adviser for reasons other than serving as
investment sub-adviser to one or more Funds. A
‘‘Non-Affiliated Sub-Adviser’’ is any investment
adviser that is not an ‘‘affiliated person’’ (as defined
in the Act) of a Fund or the Adviser, except to the
extent that an affiliation arises solely because the
Sub-Adviser serves as a sub-adviser to one or more
Funds.
4
Applicants note that all other items required by
Sections 6–07(2)(a), (b) and (c) of Regulation S–X
will be disclosed.
5
All registered open-end investment companies
that currently intend to rely on the requested order
are named as Applicants. All Funds that currently
are, or that currently intend to be, Sub-Advised
Funds are identified in this application. Any entity
that relies on the requested order will do so only
in accordance with the terms and conditions
contained in the application.
This Notice will be published in the
Federal Register.
Erica A. Barker,
Secretary.
[FR Doc. 2021–11984 Filed 6–7–21; 8:45 am]
BILLING CODE 7710–FW–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34293; 812–15202–01]
Listed Funds Trust and Skyrocket
Investments, LLC
June 2, 2021.
AGENCY
: Securities and Exchange
Commission (‘‘Commission’’).
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 (‘‘1934 Act’’), and
Sections 6–07(2)(a), (b), and (c) of
Regulation S–X (‘‘Disclosure
Requirements’’).
APPLICANTS
: Listed Funds Trust
(‘‘Trust’’), a Delaware statutory trust
registered under the Act as an open-end
management investment company with
multiple series (each a ‘‘Fund’’) and
Skyrocket Investments, LLC (‘‘Initial
Adviser’’), a Delaware limited liability
company registered as an investment
adviser under the Investment Advisers
Act of 1940 (‘‘Advisers Act’’) that serves
an investment adviser to the Funds
(collectively with the Trust, the
‘‘Applicants’’).
SUMMARY OF APPLICATION
: The requested
exemption would permit Applicants to
enter into and materially amend sub-
advisory agreements with sub-advisers
without shareholder approval and
would grant relief from the Disclosure
Requirements as they relate to fees paid
to the sub-advisers.
DATES
: The application was filed on
February 17, 2021 and amended on May
14, 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 Secretarys-
Office@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 June
28, 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.
ADDRESSES
: The Commission:
Secretarys-Office@sec.gov. Applicants:
Kent P. Barnes, Listed Funds Trust, by
email: kent.barnes@usbank.com.
FOR FURTHER INFORMATION CONTACT
:
Christine Y. Greenlees, Senior Counsel,
at (202) 551–6879, or Lisa Reid Ragen,
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 an Applicant using the ‘‘Company’’
name box, at http://www.sec.gov/
search/search.htm or by calling (202)
551–8090.
I. Requested Exemptive Relief
1. Applicants request an order to
permit the Adviser,
1
subject to the
approval of the board of trustees of the
Trust (collectively, the ‘‘Board’’),
2
including a majority of the trustees who
are not ‘‘interested persons’’ of the Trust
or the Adviser, as defined in Section
2(a)(19) of the Act (the ‘‘Independent
Trustees’’), without obtaining
shareholder approval, to: (i) Select
investment sub-advisers (‘‘Sub-
Advisers’’) for all or a portion of the
assets of one or more of the Funds
pursuant to an investment sub-advisory
agreement with each Sub-Adviser (each
a ‘‘Sub-Advisory Agreement’’); and (ii)
materially amend Sub-Advisory
Agreements with the Sub-Advisers.
2. Applicants also request an order
exempting the Sub-Advised Funds (as
defined below) from the Disclosure
Requirements, which require each Fund
to disclose fees paid to a Sub-Adviser.
Applicants seek relief to permit each
Sub-Advised Fund to disclose (as a
dollar amount and a percentage of the
Fund’s net assets): (i) The aggregate fees
paid to the Adviser and any Wholly-
Owned Sub-Advisers; and (ii) the
aggregate fees paid to Affiliated and
Non-Affiliated Sub-Advisers
(‘‘Aggregate Fee Disclosure’’).
3
Applicants seek an exemption to permit
a Sub-Advised Fund to include only the
Aggregate Fee Disclosure.
4
3. Applicants request that the relief
apply to Applicants, as well as to any
future Fund and any other existing or
future registered open-end management
investment company or series thereof
that intends to rely on the requested
order in the future and that: (i) Is
advised by the Adviser; (ii) uses the
multi-manager structure described in
the application; and (iii) complies with
the terms and conditions of the
application (each, a ‘‘Sub-Advised
Fund’’).
5
II. Management of the Sub-Advised
Funds
4. The Adviser serves or will serve as
the investment adviser to each Sub-
Advised Fund pursuant to an
investment advisory agreement with the
Fund (each an ‘‘Investment Advisory
Agreement’’). Each Investment Advisory
Agreement has been or will be approved
by the Board, including a majority of the
Independent Trustees, and by the
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Applicants represent that if the name of any
Sub-Advised Fund contains the name of a sub-
adviser, the name of the Adviser that serves as the
primary adviser to the Fund, or a trademark or trade
name that is owned by or publicly used to identify
the Adviser, will precede the name of the sub-
adviser.
7
The Sub-Advisers will be registered with the
Commission as an investment adviser under the
Advisers Act or not subject to such registration.
8
A ‘‘Sub-Adviser’’ also includes an investment
sub-adviser that will provide the Adviser with a
model portfolio reflecting a specific strategy, style
or focus with respect to the investment of all or a
portion of a Sub-Advised Fund’s assets. The
Adviser may use the model portfolio to determine
the securities and other instruments to be
purchased, sold or entered into by a Sub-Advised
Fund’s portfolio or a portion thereof, and place
orders with brokers or dealers that it selects.
9
A ‘‘Multi-Manager Notice’’ will be modeled on
a Notice of internet Availability as defined in Rule
14a–16 under the 1934 Act, and specifically will,
among other things: (a) Summarize the relevant
information regarding the new Sub-Adviser (except
as modified to permit Aggregate Fee Disclosure); (b)
inform shareholders that the Multi-Manager
Information Statement is available on a website; (c)
provide the website address; (d) state the time
period during which the Multi-Manager
Information Statement will remain available on that
website; (e) provide instructions for accessing and
printing the Multi-Manager Information Statement;
and (f) instruct the shareholder that a paper or
email copy of the Multi-Manager Information
Statement may be obtained, without charge, by
contacting the Sub-Advised Fund. A ‘‘Multi-
Manager Information Statement’’ will meet the
requirements of Regulation 14C, Schedule 14C and
Item 22 of Schedule 14A under the 1934 Act for an
information statement, except as modified by the
requested order to permit Aggregate Fee Disclosure.
Multi-Manager Information Statements will be filed
with the Commission via the EDGAR system.
10
In addition, Applicants represent that
whenever a new Sub-Adviser is retained, an
existing Sub-Adviser is terminated, or a Sub-
Advisory Agreement is materially amended, the
Sub-Advised Fund’s prospectus and statement of
additional information will be supplemented
promptly pursuant to Rule 497(e) under the
Securities Act of 1933.
shareholders of the relevant Sub-
Advised Fund in the manner required
by Sections 15(a) and 15(c) of the Act.
The terms of these Investment Advisory
Agreements comply or will comply with
Section 15(a) of the Act. Applicants are
not seeking an exemption from the Act
with respect to the Investment Advisory
Agreements. Pursuant to the terms of
each Investment Advisory Agreement,
the Adviser, subject to the oversight of
the Board, will provide continuous
investment management for each Sub-
Advised Fund. For its services to each
Sub-Advised Fund, the Adviser receives
or will receive an investment advisory
fee from that Fund as specified in the
applicable Investment Advisory
Agreement.
5. Consistent with the terms of each
Investment Advisory Agreement, the
Adviser may, subject to the approval of
the Board, including a majority of the
Independent Trustees, and the
shareholders of the applicable Sub-
Advised Fund (if required by applicable
law), delegate portfolio management
responsibilities of all or a portion of the
assets of a Sub-Advised Fund to a Sub-
Adviser. The Adviser will retain overall
responsibility for the management and
investment of the assets of each Sub-
Advised Fund. This responsibility
includes recommending the removal or
replacement of Sub-Advisers, allocating
the portion of that Sub-Advised Fund’s
assets to any given Sub-Adviser and
reallocating those assets as necessary
from time to time.
6
The Sub-Advisers
will be ‘‘investment advisers’’ to the
Sub-Advised Funds within the meaning
of Section 2(a)(20) of the Act and will
provide investment management
services to the Funds subject to, without
limitation, the requirements of Sections
15(c) and 36(b) of the Act.
7
The Sub-
Advisers, subject to the oversight of the
Adviser and the Board, will determine
the securities and other investments to
be purchased, sold or entered into by a
Sub-Advised Fund’s portfolio or a
portion thereof, and will place orders
with brokers or dealers that they select.
8
6. The Sub-Advisory Agreements will
be approved by the Board, including a
majority of the Independent Trustees, in
accordance with Sections 15(a) and
15(c) of the Act. In addition, the terms
of each Sub-Advisory Agreement will
comply fully with the requirements of
Section 15(a) of the Act. The Adviser
may compensate the Sub-Advisers or
the Sub-Advised Funds may pay
advisory fees to the Sub-Advisers
directly.
7. Sub-Advised Funds will inform
shareholders of the hiring of a new Sub-
Adviser pursuant to the following
procedures (‘‘Modified Notice and
Access Procedures’’): (a) Within 90 days
after a new Sub-Adviser is hired for any
Sub-Advised Fund, that Fund will send
its shareholders either a Multi-Manager
Notice or a Multi-Manager Notice and
Multi-Manager Information Statement;
9
and (b) the Sub-Advised Fund will
make the Multi-Manager Information
Statement available on the website
identified in the Multi-Manager Notice
no later than when the Multi-Manager
Notice (or Multi-Manager Notice and
Multi-Manager Information Statement)
is first sent to shareholders, and will
maintain it on that website for at least
90 days.
10
III. Applicable Law
8. Section 15(a) of the Act states, in
part, that it is unlawful for any person
to act as an investment adviser to a
registered investment company ‘‘except
pursuant to a written contract, which
contract, whether with such registered
company or with an investment adviser
of such registered company, has been
approved by the vote of a majority of the
outstanding voting securities of such
registered company.’’
9. Form N–1A is the registration
statement used by open-end investment
companies. Item 19(a)(3) of Form N–1A
requires a registered investment
company to disclose in its statement of
additional information the method of
computing the ‘‘advisory fee payable’’
by the investment company with respect
to each investment adviser, including
the total dollar amounts that the
investment company ‘‘paid to the
adviser (aggregated with amounts paid
to affiliated advisers, if any), and any
advisers who are not affiliated persons
of the adviser, under the investment
advisory contract for the last three fiscal
years.’’
10. Rule 20a–1 under the Act requires
proxies solicited with respect to a
registered investment company to
comply with Schedule 14A under the
1934 Act. Items 22(c)(1)(ii), 22(c)(1)(iii),
22(c)(8) and 22(c)(9) of Schedule 14A,
taken together, require a proxy
statement for a shareholder meeting at
which the advisory contract will be
voted upon to include the ‘‘rate of
compensation of the investment
adviser,’’ the ‘‘aggregate amount of the
investment adviser’s fee,’’ a description
of the ‘‘terms of the contract to be acted
upon,’’ and, if a change in the advisory
fee is proposed, the existing and
proposed fees and the difference
between the two fees.
11. Regulation S–X sets forth the
requirements for financial statements
required to be included as part of a
registered investment company’s
registration statement and shareholder
reports filed with the Commission.
Sections 6–07(2)(a), (b), and (c) of
Regulation S–X require a registered
investment company to include in its
financial statements information about
investment advisory fees.
12. Section 6(c) of the Act provides
that the Commission may exempt any
person, security, or transaction or any
class or classes of persons, securities, or
transactions from any provisions of the
Act, or any rule thereunder, if 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 the requested relief meets this
standard for the reasons discussed
below.
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Carillon Series Trust, et al., Investment Co. Act
Rel. Nos. 33464 (May 2, 2019) (notice) and 33494
(May 29, 2019) (order).
IV. Arguments in Support of the
Requested Relief
13. Applicants assert that, from the
perspective of the shareholder, the role
of the Sub-Advisers is substantially
equivalent to the limited role of the
individual portfolio managers employed
by an investment adviser to a traditional
investment company. Applicants also
assert that the shareholders expect the
Adviser, subject to review and approval
of the Board, to select a Sub-Adviser
who is in the best position to achieve
the Sub-Advised Fund’s investment
objective. Applicants believe that
permitting the Adviser to perform the
duties for which the shareholders of the
Sub-Advised Fund are paying the
Adviser—the selection, oversight and
evaluation of the Sub-Adviser—without
incurring unnecessary delays or
expenses of convening special meetings
of shareholders is appropriate and in the
interest of the Fund’s shareholders, and
will allow such Fund to operate more
efficiently. Applicants state that each
Investment Advisory Agreement will
continue to be fully subject to Section
15(a) of the Act and approved by the
relevant Board, including a majority of
the Independent Trustees, in the
manner required by Section 15(a) and
15(c) of the Act.
14. Applicants submit that the
requested relief meets the standards for
relief under Section 6(c) of the Act.
Applicants state that the operation of
the Sub-Advised Fund in the manner
described in the application must be
approved by shareholders of that Fund
before it may rely on the requested
relief. Applicants also state that the
proposed conditions to the requested
relief are designed to address any
potential conflicts of interest or
economic incentives, and provide that
shareholders are informed when new
Sub-Advisers are hired.
15. Applicants contend that, in the
circumstances described in the
application, a proxy solicitation to
approve the appointment of new Sub-
Advisers provides no more meaningful
information to shareholders than the
proposed Multi-Manager Information
Statement. Applicants state that,
accordingly, they believe the requested
relief 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.
16. With respect to the relief
permitting Aggregate Fee Disclosure,
Applicants assert that disclosure of the
individual fees paid to the Sub-Advisers
does not serve any meaningful purpose.
Applicants contend that the primary
reasons for requiring disclosure of
individual fees paid to Sub-Advisers are
to inform shareholders of expenses to be
charged by a particular Sub-Advised
Fund and to enable shareholders to
compare the fees to those of other
comparable investment companies.
Applicants believe that the requested
relief satisfies these objectives because
the Sub-Advised Fund’s overall
advisory fee will be fully disclosed and,
therefore, shareholders will know what
the Sub-Advised Fund’s fees and
expenses are and will be able to
compare the advisory fees a Sub-
Advised Fund is charged to those of
other investment companies. In
addition, Applicants assert that the
requested relief would benefit
shareholders of the Sub-Advised Fund
because it would improve the Adviser’s
ability to negotiate the fees paid to Sub-
Advisers. In particular, Applicants state
that if the Adviser is not required to
disclose the Sub-Advisers’ fees to the
public, the Adviser may be able to
negotiate rates that are below a Sub-
Adviser’s ‘‘posted’’ amounts as the rate
would not be disclosed to the Sub-
Adviser’s other clients. Applicants
assert that the relief will also encourage
Sub-Advisers to negotiate lower sub-
advisory fees with the Adviser if the
lower fees are not required to be made
public.
V. Relief for Affiliated Sub-Advisers
17. The Commission has granted the
requested relief with respect to Wholly-
Owned and Non-Affiliated Sub-
Advisers through numerous exemptive
orders. The Commission also has
extended the requested relief to
Affiliated Sub-Advisers.
11
Applicants
state that although the Adviser’s
judgment in recommending a Sub-
Adviser can be affected by certain
conflicts, they do not warrant denying
the extension of the requested relief to
Affiliated Sub-Advisers. Specifically,
the Adviser faces those conflicts in
allocating fund assets between itself and
a Sub-Adviser, and across Sub-Advisers,
as it has an interest in considering the
benefit it will receive, directly or
indirectly, from the fee the Sub-Advised
Fund pays for the management of those
assets. Applicants also state that to the
extent the Adviser has a conflict of
interest with respect to the selection of
an Affiliated Sub-Adviser, the proposed
conditions are protective of shareholder
interests by ensuring the Board’s
independence and providing the Board
with the appropriate resources and
information to monitor and address
conflicts.
18. With respect to the relief
permitting Aggregate Fee Disclosure,
Applicants assert that it is appropriate
to disclose only aggregate fees paid to
Affiliated Sub-Advisers for the same
reasons that similar relief has been
granted previously with respect to
Wholly-Owned and Non-Affiliated Sub-
Advisers.
VI. Applicants’ Conditions
Applicants agree that any order
granting the requested relief will be
subject to the following conditions:
1. Before a Sub-Advised Fund may
rely on the order requested in the
application, the operation of the Sub-
Advised Fund in the manner described
in the application will be, or has been,
approved by a majority of the Sub-
Advised Fund’s outstanding voting
securities as defined in the Act, or, in
the case of a Sub-Advised Fund whose
public shareholders purchase shares on
the basis of a prospectus containing the
disclosure contemplated by condition 2
below, by the initial shareholder before
such Sub-Advised Fund’s shares are
offered to the public.
2. The prospectus for each Sub-
Advised Fund will disclose the
existence, substance and effect of any
order granted pursuant to the
application. In addition, each Sub-
Advised Fund will hold itself out to the
public as employing the multi-manager
structure described in the application.
The prospectus will prominently
disclose that the Adviser has the
ultimate responsibility, subject to
oversight by the Board, to oversee the
Sub-Advisers and recommend their
hiring, termination, and replacement.
3. The Adviser will provide general
management services to each Sub-
Advised Fund, including overall
supervisory responsibility for the
general management and investment of
the Sub-Advised Fund’s assets, and
subject to review and oversight of the
Board, will (i) set the Sub-Advised
Fund’s overall investment strategies, (ii)
evaluate, select, and recommend Sub-
Advisers for all or a portion of the Sub-
Advised Fund’s assets, (iii) allocate and,
when appropriate, reallocate the Sub-
Advised Fund’s assets among Sub-
Advisers, (iv) monitor and evaluate the
Sub-Advisers’ performance, and (v)
implement procedures reasonably
designed to ensure that Sub-Advisers
comply with the Sub-Advised Fund’s
investment objective, policies and
restrictions.
4. Sub-Advised Funds will inform
shareholders of the hiring of a new Sub-
Adviser within 90 days after the hiring
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15 U.S.C. 78s(b)(1).
2
17 CFR 240.19b–4.
3
15 U.S.C. 78s(b)(3)(A)(iii).
4
17 CFR 240.19b–4(f)(6).
5
A ‘‘complex order’’ is any order involving the
concurrent purchase and/or sale of two or more
different options in the same underlying security
(the ‘‘legs’’ or ‘‘components’’ of the complex order),
for the same account, in a ratio that is equal to or
greater than one-to-three (.333) and less than or
equal to three-to-one (3.00) and for the purposes of
executing a particular investment strategy. Mini-
options may only be part of a complex order that
includes other mini-options. Only those complex
orders in the classes designated by the Exchange
and communicated to Members via Regulatory
Circular with no more than the applicable number
of legs, as determined by the Exchange on a class-
by-class basis and communicated to Members via
Regulatory Circular, are eligible for processing. See
Exchange Rule 518(a)(5).
6
The ‘‘Simple Order Book’’ is the Exchange’s
regular electronic book of orders and quotes. See
Exchange Rule 518(a)(15).
7
The term ‘‘NBBO’’ means the national best bid
or offer as calculated by the Exchange based on
market information received by the Exchange from
the appropriate Securities Information Processor
(‘‘SIP’’). See Exchange Rule 518(a)(14).
of the new Sub-Adviser pursuant to the
Modified Notice and Access Procedures.
5. At all times, at least a majority of
the Board will be Independent Trustees,
and the selection and nomination of
new or additional Independent Trustees
will be placed within the discretion of
the then-existing Independent Trustees.
6. Independent Legal Counsel, as
defined in Rule 0–1(a)(6) under the Act,
will be engaged to represent the
Independent Trustees. The selection of
such counsel will be within the
discretion of the then-existing
Independent Trustees.
7. Whenever a Sub-Adviser is hired or
terminated, the Adviser will provide the
Board with information showing the
expected impact on the profitability of
the Adviser.
8. The Board must evaluate any
material conflicts that may be present in
a sub-advisory arrangement.
Specifically, whenever a sub-adviser
change is proposed for a Sub-Advised
Fund (‘‘Sub-Adviser Change’’) or the
Board considers an existing Sub-
Advisory Agreement as part of its
annual review process (‘‘Sub-Adviser
Review’’):
(a) The Adviser will provide the
Board, to the extent not already being
provided pursuant to Section 15(c) of
the Act, with all relevant information
concerning:
(i) Any material interest in the
proposed new Sub-Adviser, in the case
of a Sub-Adviser Change, or the Sub-
Adviser in the case of a Sub-Adviser
Review, held directly or indirectly by
the Adviser or a parent or sister
company of the Adviser, and any
material impact the proposed Sub-
Advisory Agreement may have on that
interest;
(ii) any arrangement or understanding
in which the Adviser or any parent or
sister company of the Adviser is a
participant that (A) may have had a
material effect on the proposed Sub-
Adviser Change or Sub-Adviser Review,
or (B) may be materially affected by the
proposed Sub-Adviser Change or Sub-
Adviser Review;
(iii) any material interest in a Sub-
Adviser held directly or indirectly by an
officer or Trustee of the Sub-Advised
Fund, or an officer or board member of
the Adviser (other than through a
pooled investment vehicle not
controlled by such person); and
(iv) any other information that may be
relevant to the Board in evaluating any
potential material conflicts of interest in
the proposed Sub-Adviser Change or
Sub-Adviser Review.
(b) the Board, including a majority of
the Independent Trustees, will make a
separate finding, reflected in the Board
minutes, that the Sub-Adviser Change or
continuation after Sub-Adviser Review
is in the best interests of the Sub-
Advised Fund and its shareholders and,
based on the information provided to
the Board, does not involve a conflict of
interest from which the Adviser, a Sub-
Adviser, any officer or Trustee of the
Sub-Advised Fund, or any officer or
board member of the Adviser derives an
inappropriate advantage.
9. Each Sub-Advised Fund will
disclose in its registration statement the
Aggregate Fee Disclosure.
10. In the event that the Commission
adopts a rule under the Act providing
substantially similar relief to that in the
order requested in the application, the
requested order will expire on the
effective date of that rule.
11. Any new Sub-Advisory
Agreement or any amendment to an
existing Investment Advisory
Agreement or Sub-Advisory Agreement
that directly or indirectly results in an
increase in the aggregate advisory fee
rate payable by the Sub-Advised Fund
will be submitted to the Sub-Advised
Fund’s shareholders for approval.
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–11917 Filed 6–7–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–92090; File No. SR–MIAX–
2021–22]
Self-Regulatory Organizations; Miami
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To Delay Implementation of an
Amendment to Rule 518, Complex
Orders, To Permit Legging Through
the Simple Market
June 2, 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 May 21,
2021, Miami International Securities
Exchange, LLC (‘‘MIAX Options’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Exchange filed the proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of
the Act
3
and Rule 19b–4(f)(6)
thereunder.
4
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 is filing a proposal to
delay implementation of the change to
allow a component of a complex order
5
that legs into the Simple Order Book
6
to
execute at a price that is outside the
NBBO.
7
The text of the proposed rule change
is available on the Exchange’s website at
http://www.miaxoptions.com/rule-
filings/ at MIAX Options’ 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
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.
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