69397 Federal Register / Vol. 68, No. 239 / Friday, December 12, 2003 / Notices Comments, protests and interventions may be filed electronically via the Internet in lieu of paper; see 18 CFR 385.2001( a)( 1)( iii) and the instructions on the Commission's web site under the `` e Filing'' link. The Commission strongly encourages electronic filings. t. Agency Comments Federal, state, and local agencies are invited to file comments on the described application. A copy of the application may be obtained by agencies directly from the Applicant. If an agency does not file comments within the time specified for filing comments, it will be presumed to have no comments. One copy of an agency's comments must also be sent to the Applicant's representatives.

Magalie R. Salas, Secretary. [ FR Doc. E3   00545 Filed 12   11   03; 8: 45 am]

BILLING CODE 6717   01   P DEPARTMENT OF ENERGY Federal Energy Regulatory Commission [ Docket Nos. RP96   200   092, RP96   200   097, RP96   200   101, RP96   200   102, RP96   200   103, RP96   200   104, RP96   200   105, RP96   200   106, RP96   200   107, RP96   200   108, RP96   200   110, RP96   200   111, RP96   200   113, and RP96   200   114]

CenterPoint Energy Gas Transmission Company; Notice of Technical Conference December 5, 2003.

The Commission staff will hold a technical conference in the captioned subdockets on December 12, 2003, beginning at 9 a. m. at the Commission's headquarters at 888 First St. NE., Washington, DC, in a room to be established. The technical conference will further discuss issues raised by the September 15, 2003 Order in Docket Nos. RP96   200   092, et al., ( 104 FERC ¶ 61,280), which directed CenterPoint Energy Transmission Company ( CEGT) to file certain tariff provisions and to modify certain non conforming gas transportation agreements. The issues in the enumerated Docket No. RP96   200 subdockets are closely related. Therefore, Commission staff believes that the discussion of these issues at a public technical conference, which would be open only to Commission staff and interested parties that have intervened in these subdockets, will assist in an efficient resolution of these matters. Interested parties desiring further information should contact John M. Robinson of the advisory staff at 202   502   6808.

Magalie R. Salas, Secretary. [ FR Doc. E3   00542 Filed 12   11   03; 8: 45 am]

BILLING CODE 6717   01   P ENVIRONMENTAL PROTECTION AGENCY [ SFUND   2000   0009, FRL   7598   9]

Agency Information Collection Activities: Proposed Collection; Comment Request; Notification of Episodic Releases of Oil and Hazardous Substances, EPA ICR Number 1049.10, OMB Control Number 2050   0046 AGENCY: Environmental Protection Agency ( EPA). ACTION: Notice.

SUMMARY: In compliance with the Paperwork Reduction Act ( 44 U. S. C. 3501 et seq.), this document announces that EPA is planning to submit a continuing Information Collection Request ( ICR) to the Office of Management and Budget ( OMB). This is a request to renew an existing approved collection. This ICR is scheduled to expire on April 30, 2004. Before submitting the ICR to OMB for review and approval, EPA is soliciting comments on specific aspects of the proposed information collection as described below. DATES: Comments must be submitted on or before February 10, 2004. ADDRESSES: Submit your comments, referencing docket ID number SFUND   2000   0009, to EPA online using EDOCKET ( our preferred method), by email to superfund. docket@ epa. gov, or by mail to: EPA Docket Center, Environmental Protection Agency, Superfund Docket Office, Mail Code 5202T, 1200 Pennsylvania Ave., NW., Washington, DC 20460. FOR FURTHER INFORMATION CONTACT: Lynn M. Beasley, Office of Solid Waste and Emergency Response, Office of Emergency Prevention, Preparedness, and Response, Emergency Response Staff, 5204G, Environmental Protection Agency, 1200 Pennsylvania Ave., NW., Washington, DC 20460; telephone number: ( 703) 603   9086; fax number: ( 703) 603   9104; e mail address: beasley. lynn@ epa. gov.

SUPPLEMENTARY INFORMATION: EPA has established a public docket for this ICR under Docket ID number SFUND   2000   0009, which is available for public viewing at the Superfund Docket in the EPA Docket Center ( EPA/ DC), EPA West, Room B102, 1301 Constitution Ave., NW, Washington, DC. The EPA Docket Center Public Reading Room is open from 8: 30 a. m. to 4: 30 p. m., Monday through Friday, excluding legal holidays. The telephone number for the Reading Room is ( 202) 566   1744, and the telephone number for the Superfund Docket is ( 202) 566   0276. An electronic version of the public docket is available through EPA Dockets ( EDOCKET) at http:// www. epa. gov/ edocket. Use EDOCKET to obtain a copy of the draft collection of information, submit or view public comments, access the index listing of the contents of the public docket, and to access those documents in the public docket that are available electronically. Once in the system, select `` search,'' then key in the docket ID number identified above. Any comments related to this ICR should be submitted to EPA within 60 days of this notice. EPA's policy is that public comments, whether submitted electronically or in paper, will be made available for public viewing in EDOCKET as EPA receives them and without change, unless the comment contains copyrighted material, CBI, or other information whose public disclosure is restricted by statute. When EPA identifies a comment containing copyrighted material, EPA will provide a reference to that material in the version of the comment that is placed in EDOCKET. The entire printed comment, including the copyrighted material, will be available in the public docket. Although identified as an item in the official docket, information claimed as CBI, or whose disclosure is otherwise restricted by statute, is not included in the official public docket, and will not be available for public viewing in EDOCKET. For further information about the electronic docket, see EPA's Federal Register notice describing the electronic docket at 67 FR 38102 ( May 31, 2002), or go to http:// www. epa. gov./ edocket. Affected entities: Entities potentially affected by this action are facilities or vessels that manufacture, process, transport, or otherwise use certain specified hazardous substances and oil. Title: Notification of Episodic Releases of Oil and Hazardous Substances. Abstract: Section 103( a) of CERCLA, as amended, requires the person in charge of a facility or vessel to immediately notify the National Response Center ( NRC) of a hazardous substance release into the environment if the amount of the release equals or exceeds the substance's reportable quantity ( RQ) limit. The RQ of every VerDate jul< 14> 2003 14: 05 Dec 11, 2003 Jkt 203001 PO 00000 Frm 00023 Fmt 4703 Sfmt 4703 E:\ FR\ FM\ 12DEN1. SGM 12DEN1 69398 Federal Register / Vol. 68, No. 239 / Friday, December 12, 2003 / Notices hazardous substance can be found in Table 302.4 of 40 CFR 302.4. Section 311 of the CWA, as amended, requires the person in charge of a vessel to immediately notify the NRC of an oil spill into U. S. navigable waters if the spill causes a sheen, violates applicable water quality standards, or causes a sludge or emulsion to be deposited beneath the surface of the water or upon adjoining shorelines. The reporting of a hazardous substance release that is above the substance's RQ allows the Federal Government to determine whether a Federal response action is required to control or mitigate any potential adverse effects to public health or welfare or the environment. Likewise, the reporting of oil spills allows the Federal government to determine whether cleaning up the oil spill is necessary to mitigate or prevent damage to public health or welfare or the environment. The hazardous substance and oil release information collected under CERCLA section 103( a) and CWA section 311 also is available to EPA program offices and other Federal agencies who use the information to evaluate the potential need for additional regulations, new permitting requirements for specific substances or sources, or improved emergency response planning. Release notification information, which is stored in the national Emergency Response Notification System ( ERNS) data base, is available to State and local government authorities as well as the general public. State and local government authorities and the regulated community use release information for purposes of local emergency response planning. Members of the general public, who have access to release information through the Freedom of Information Act, may request release information for purposes of maintaining an awareness of what types of releases are occurring in different localities and what actions, if any, are being taken to protect public health and welfare and the environment. ERNS fact sheets, which provide summary and statistical information about hazardous substance and oil release notifications, also are available to the public. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. The OMB control numbers for EPA's regulations in 40 CFR are listed in 40 CFR part 9. The EPA would like to solicit comments to: ( i) Evaluate whether the proposed collection of information is necessary for the proper performance of the functions of the Agency, including whether the information will have practical utility; ( ii) Evaluate the accuracy of the Agency's estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; ( iii) Enhance the quality, utility, and clarity of the information to be collected; and ( iv) Minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated electronic, mechanical, or other technological collection techniques or other forms of information technology, e. g., permitting electronic submission of responses. Burden Statement: Estimated total number of reportable releases of hazardous substances and oil per year: 24,082. Frequency of response: When a reportable release occurs. Estimated total annual burden hours: 98,736 hours. Estimated total annual burden costs: $ 7,230,537. Burden means the total time, effort, or financial resources expended by persons to generate, maintain, retain, or disclose or provide information to or for a Federal agency. This includes the time needed to review instructions; develop, acquire, install, and utilize technology and systems for the purposes of collecting, validating, and verifying information, processing and maintaining information, and disclosing and providing information; adjust the existing ways to comply with any previously applicable instructions and requirements; train personnel to be able to respond to a collection of information; search data sources; complete and review the collection of information; and transmit or otherwise disclose the information.

Dated: November 10, 2003. Deborah Y. Dietrich, Director, Office of Emergency Prevention, Preparedness, and Response. [ FR Doc. 03   30776 Filed 12   11   03; 8: 45 am]

BILLING CODE 6560   50   P ENVIRONMENTAL PROTECTION AGENCY [ OPP   2003   0383; FRL   7337   2]

Pesticide Program Dialogue Committee Notice of Charter Renewal AGENCY: Environmental Protection Agency ( EPA). ACTION: Notice. SUMMARY: As required by the Federal Advisory Committee Act, EPA's Office of Pesticide Programs ( OPP) is giving notice of the renewal of the Pesticide Program Dialogue Committee ( PPDC) and its Charter. DATES: The PPDC Charter, which was filed with Congress on November 7, 2003, will be in effect for 2 years, until November 7, 2005. FOR FURTHER INFORMATION CONTACT: Margie Fehrenbach, Designated Federal Officer for PPDC, Office of Pesticide Programs, 7501C, Environmental Protection Agency, 1200 Pennsylvania Ave., NW., Washington, DC 20460; telephone number: 703   308   4775; fax number: 703   308   4776; e mail address: Fehrenbach. Margie@ epa. gov. SUPPLEMENTARY INFORMATION:

I. General Information A. Does this Action Apply to Me? This action is directed to the public in general; however, persons may be interested who work in agricultural settings or persons who are concerned about implementation of the Federal Insecticide, Fungicide, and Rodenticide Act ( FIFRA); the Federal Food, Drug, and Cosmetic Act ( FFDCA); and the amendments to both of these major pesticide laws by the Food Quality Protection Act ( FQPA), ( Public Law 104   170) of 1996. Since other entities may also be interested, the Agency has not attempted to describe all the specific entities that may be affected by this action. If you have any questions regarding the applicability of this action to a particular entity, consult the person listed under FOR FURTHER INFORMATION CONTACT.

B. How Can I Get Copies of this Document and Other Related Information? 1. Docket. EPA has established an official public docket for this action under docket identification ( ID) number OPP   2003   0383. The official public docket consists of the documents specifically referenced in this action, any public comments received, and other information related to this action. Although a part of the official docket, the public docket does not include Confidential Business Information ( CBI) or other information whose disclosure is restricted by statute. The official public docket is the collection of materials that is available for public viewing at the Public Information and Records Integrity Branch ( PIRIB), Rm. 119, Crystal Mall # 2, 1921 Jefferson Davis Hwy., Arlington, VA. This docket facility is open from 8: 30 a. m. to 4 p. m., Monday through Friday, excluding legal VerDate jul< 14> 2003 14: 05 Dec 11, 2003 Jkt 203001 PO 00000 Frm 00024 Fmt 4703 Sfmt 4703 E:\ FR\ FM\ 12DEN1. SGM 12DEN1


[Federal Register: October 3, 2006 (Volume 71, Number 191)]
[Notices]
[Page 58388]
[DOCID:fr03oc06-64]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Notice of Meeting, Notice of Vote, Explanation of Action Closing
Meeting and List of Persons To Attend

September 28, 2006.
    The following notice of meeting is published pursuant to Section
3(a) of the Government in the Sunshine Act (Pub. L. No. 94-409), 5
U.S.C. 552b:

    Agency Holding Meeting: Federal Energy Regulatory Commission.
    Date and Time: October 5, 2006, 9:30 a.m.
    Place: Room 2C, Commission Meeting Room, 888 First Street, NE.,
Washington, DC 20426.
    Status: Closed.
    Matters To Be Considered: Non-Public Investigations and
Inquiries, Enforcement Related Matters.
    Contact Person For More Information: Magalie R. Salas,
Secretary, Telephone<PHONE_NUMBER>.
    Chairman Kelliher and Commissioners Kelly, Spitzer, Moeller, and
Wellinghoff voted to hold a closed meeting on October 5, 2006. The
certification of the General Counsel explaining the action closing
the meeting is available for public inspection in the Commission's
Public Reference Room at 888 First Street, NE., Washington, DC
20426.
    The Chairman and the Commissioners, their assistants, the
Commission's Secretary and her assistant, the General Counsel and
members of his staff, and a stenographer are expected to attend the
meeting. Other staff members from the Commission's program offices
who will advise the Commissioners in the matters discussed will also
be present.

Magalie R. Salas,
Secretary.
[FR Doc. E6-16339 Filed 9-29-06; 8:32 am]

BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 71 (Monday, April 14, 2014)]
[Notices]
[Pages 20942-20945]
[FR Doc No: 2014-08286]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31010; 812-14243]

Professionally Managed Portfolios and Balter Liquid Alternatives,
LLC; Notice of Application

April 8, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: 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 and rule 18f-2 under the Act, as well as from certain
disclosure requirements.

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SUMMARY: Summary of Application: Applicants request an order that would
permit them to enter into and materially amend sub-advisory agreements
without shareholder approval and that would grant relief from certain
disclosure requirements.
    Applicants: Professionally Managed Portfolios (the ``Trust'') and
Balter Liquid Alternatives, LLC (the ``Adviser'') (collectively,
``Applicants'').

DATES: Filing Dates: The application was filed November 22, 2013, and
amended on February 18, 2014 and March 14, 2014.
    Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary 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 May 2, 2014, and should be accompanied by proof of service
on the applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, 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, 100 F
Street NE., Washington, DC 20549-1090. Applicants: The Trust: Elaine
Richards, Esq., President and Secretary, Professionally Managed
Portfolios, 2020 East Financial Way, Suite 100, Glendora, CA 91741; The
Adviser: Victor W. Chiang, Balter Liquid Alternatives, LLC, 125 High
Street, Oliver Street Tower Suite 802, Boston, MA 02110

FOR FURTHER INFORMATION CONTACT:  Kieran G. Brown, Senior Counsel, at
(202) 551-6773, or Daniele Marchesani, Branch Chief, at<PHONE_NUMBER>
(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 Web site 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<PHONE_NUMBER>.

Applicants' Representations

    1. The Trust, a Massachusetts business trust, is registered under
the Act as an open-end management investment company. Prior to May
1991, the Trust was known as the Avondale Investment Trust. The Trust
is organized as a series trust and currently consists of 46 series, one
of which will be advised by the Adviser.\1\ The Adviser

is a limited liability company organized under Delaware law. The
Adviser is, and any future Adviser will be, registered as an investment
adviser under the Investment Advisers Act of 1940 (``Advisers Act'').
The Adviser will serve as the investment adviser to the Funds pursuant
to an investment advisory agreement with the Trust (the ``Advisory
Agreement'').\2\ Each Advisory Agreement was approved or will be
approved by the Fund's board of trustees (the ``Board''), including a
majority of the trustees who are not ``interested persons,'' as defined
in section 2(a)(19) of the Act, of the Trust, the Fund, or the Adviser
(``Independent Trustees''), and by the Fund's shareholder(s) in the
manner required by sections 15(a) and 15(c) of the Act and rule 18f-2
under the Act. The terms of each Advisory Agreement will comply with
section 15(a) of the Act.
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    \1\ Applicants request relief with respect to any existing and
any future series of the Trust or any other registered open-end
management company that: (a) Is advised by the Adviser or its
successor or by a person controlling, controlled by, or under common
control with the Adviser or its successor (each, also an
``Adviser''); (b) uses the manager of managers structure described
in the application; and (c) complies with the terms and conditions
of the requested order (any such series, a ``Fund'' and
collectively, the ``Funds''). The only existing registered open-end
management investment company that currently intends to rely on the
requested order is named as an Applicant, and the only series that
currently intends to rely on the requested order as a Fund is the
Balter Long/Short Equity Fund. For purposes of the requested order,
``successor'' is limited to an entity that results from a
reorganization into another jurisdiction or a change in the type of
business organization. If the name of any Fund contains the name of
a Sub-Adviser (as defined below), that name will be preceded by the
name of the Adviser.
    \2\ ``Advisory Agreement'' includes advisory agreements with an
Adviser for the Balter Long/Short Equity Fund and any future Funds.
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    2. Under the terms of each Advisory Agreement, the Adviser will
provide the Funds with overall investment management services and will
continuously review, supervise and administer each Fund's investment
program, subject to the supervision of, and policies established by the
Board. For the investment management services it will provide to each
Fund the Adviser will receive the fee specified in the Advisory
Agreement from such Fund, based on the average daily net assets of the
Fund. The Advisory Agreement permits the Adviser, subject to the
approval of the Board, to delegate certain responsibilities to one or
more sub-advisers (``Sub-Advisers'') to provide investment advisory
services to the Funds. As of the date of the amended application, the
Adviser has entered into sub-advisory agreements (``Sub-Advisory
Agreements'') with two Sub-Advisers to provide investment advisory
services to the Balter Long/Short Equity Fund.\3\ Each Sub-Adviser is,
and any future Sub-Adviser will be, an investment adviser as defined in
section 2(a)(20) of the Act and registered with the Commission as an
``investment adviser'' under the Advisers Act. The Adviser evaluates,
allocates assets to and oversees the Sub-Advisers, and makes
recommendations about their hiring, termination and replacement to the
Board, at all times subject to the authority of the Board. The Adviser
will compensate the Sub-Advisers out of the advisory fee paid by the
Funds to the Adviser under the Advisory Agreement.
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    \3\ As of the date of the amended application, as approved by
the Fund's sole initial shareholder, the Adviser has entered into
Sub-Advisory Agreements with Apis Capital Advisors LLC (``Apis'')
and Midwood Capital Management LLC (``Midwood''). On February 17-18,
2014, the Adviser recommended to the Board, and the Board approved,
the engagement of two additional Sub-Advisers for the Balter Long/
Short Equity Fund, Madison Street Partners, LLC (``Madison'') and
Millrace Asset Group, Inc. (``Millrace''). Both Madison and Millrace
are registered investment advisers under the Advisors Act. The
engagement of Madison and Millrace are dependent on the occurrence
of either of the following conditions: (i) The granting of the
relief requested in the application and satisfaction of the
Conditions for Relief set forth in such application, or (ii)
approval by shareholders of the Balter Long/Short Equity Fund to the
engagement of Madison and Millrace in accordance with the
requirements of the 1940 Act at a Special Meeting of shareholders
called for such purpose.
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    3. Applicants request an order to permit the Adviser, subject to
Board approval, to select certain Sub-Advisers to manage all or a
portion of the assets of a Fund or Funds pursuant to a Sub-Advisory
Agreement and materially amend existing Sub-Advisory Agreements without
obtaining shareholder approval. The requested relief will not extend to
any Sub-Adviser that is an affiliated person, as defined in section
2(a)(3) of the Act, of the Trust, a Fund, or the Adviser, other than by
reason of serving as a sub-adviser to one or more of the Funds
(``Affiliated Sub-Adviser'').
    4. Applicants also request an order exempting the Funds from
certain disclosure provisions described below that may require the
Applicants to disclose fees paid by the Adviser or a Fund to each Sub-
Adviser. Applicants seek an order to permit a Fund to disclose (as both
a dollar amount and a percentage of the Fund's net assets): (a) The
aggregate fees paid to the Adviser and any Affiliated Sub-Adviser; and
(b) the aggregate fees paid to Sub-Advisers other than Affiliated Sub-
Advisers (collectively, ``Aggregate Fee Disclosure''). Any Fund that
employs an Affiliated Sub-Adviser will provide separate disclosure of
any fees paid to the Affiliated Sub-Adviser.

Applicants' Legal Analysis

    1. Section 15(a) of the Act provides, in relevant part, that is
unlawful for any person to act as an investment adviser to a registered
investment company except pursuant to a written contract that has been
approved by a vote of a majority of the company's outstanding voting
securities. Rule 18f-2 under the Act provides that each series or class
of stock in a series investment company affected by a matter must
approve that matter if the Act requires shareholder approval.
    2. Form N-1A is the registration statement used by open-end
investment companies. Item 19(a)(3) of Form N-1A requires disclosure of
the method and amount of the investment adviser's compensation.
    3. Rule 20a-1 under the Act requires proxies solicited with respect
to a registered investment company to comply with Schedule 14A under
the Securities Exchange Act of 1934 (``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 fees,'' 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.
    4. 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 statement
information about investment advisory fees.
    5. 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
from 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.
    6. Applicants assert that the shareholders expect the Adviser,
subject to the review and approval of the Board, to select the Sub-
Advisers who are best suited to achieve each Fund's investment
objectives. Applicants assert that, from the perspective of the
shareholder, the role of the Sub-Advisers is substantially equivalent
to that of the individual portfolio managers employed by traditional
investment company advisory firms. Applicants

state that requiring shareholder approval of each Sub-Advisory
Agreement would impose unnecessary delays and expenses on the Funds and
may preclude the Funds from acting promptly when the Adviser and Board
consider it appropriate to hire Sub-Advisers or amend Sub-Advisory
Agreements. Applicants note that the Advisory Agreements and any Sub-
Advisory Agreements with Affiliated Sub-Advisers will remain subject to
the shareholder approval requirements of section 15(a) of the Act and
rule 18f-2 under the Act.
    7. If a new Sub-Adviser is retained in reliance on the requested
order, the applicable Fund will inform its 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 a Fund, the Fund will send its shareholders either
a Multi-manager Notice or a Multi-manager Notice and Multi-manager
Information Statement; \4\ and (b) the Fund will make the Multi-manager
Information Statement available on the Web site 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 Web site for at
least 90 days. Applicants assert that a proxy solicitation to approve
the appointment of new Sub-Advisers would provide no more meaningful
information to shareholders than the proposed Multi-manager Information
Statement. Moreover, as indicated above, the applicable Board would
comply with the requirements of sections 15(a) and 15(c) of the Act
before entering into or amending Sub-Advisory Agreements.
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    \4\ 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; (b) inform
shareholders that the Multi-manager Information Statement is
available on a Web site; (c) provide the Web site address; (d) state
the time period during which the Multi-manager Information Statement
will remain available on that Web site; (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 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 electronically
with the Commission via the EDGAR system.
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    8. Applicants assert that the requested disclosure relief will
benefit shareholders of the Funds because it will improve the Adviser's
ability to negotiate the fees paid to Sub-Advisers. Applicants state
that the Adviser may be able to negotiate rates that are below a Sub-
Adviser's ``posted'' amounts if the Adviser is not required to disclose
the Sub-Advisers' fees to the public.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. Before a Fund may rely on the order requested in the
application, the operation of the Fund in the manner described in the
application will be approved by a majority of the Fund's outstanding
voting securities, as defined in the Act, or, in the case of a Fund
whose public shareholders purchase shares on the basis of a prospectus
containing the disclosure contemplated by condition 2 below, by the
sole initial shareholder before offering the Fund's shares to the
public.
    2. The prospectus for each Fund will disclose the existence,
substance, and effect of any order granted pursuant to the application.
Each Fund will hold itself out to the public as employing the manager
of managers structure described in the application. The prospectus will
prominently disclose that the Adviser has ultimate responsibility
(subject to oversight by the Board) to oversee the Sub-Advisers and
recommend their hiring, termination, and replacement.
    3. Funds will inform shareholders of the hiring of a new Sub-
Adviser (other than an Affiliated Sub-Adviser) within 90 days after the
hiring of that new Sub-Adviser pursuant to the Modified Notice and
Access Procedures.
    4. The Adviser will not enter into a Sub-Advisory Agreement with
any Affiliated Sub-Adviser without that agreement, including the
compensation to be paid thereunder, being approved by the shareholders
of the applicable Fund.
    5. At all times, at least a majority of the Board will be
Independent Trustees, and the nomination and selection of new or
additional Independent Trustees will be placed within the discretion of
the then-existing Independent Trustees.
    6. When a Sub-Adviser change is proposed for a Fund with an
Affiliated Sub-Adviser, the Board, including a majority of the
Independent Trustees, will make a separate finding, reflected in the
applicable Board minutes, that such change is in the best interests of
the Fund and its shareholders and does not involve a conflict of
interest from which the Adviser or the Affiliated Sub-Adviser derives
an inappropriate advantage.
    7. 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.
    8. Each Adviser will provide the Board, no less frequently than
quarterly, with information about the profitability of the Adviser on a
per-Fund basis. The information will reflect the impact on
profitability of the hiring or termination of any Sub-Adviser during
the applicable quarter.
    9. 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.
    10. The Adviser will provide general management services to a Fund,
including overall supervisory responsibility for the general management
and investment of the Fund's assets and, subject to review and approval
of the Board, will (i) set a Fund's overall investment strategies; (ii)
evaluate, select and recommend Sub-Advisers to manage all or part of a
Fund's assets; (iii) when appropriate, allocate and reallocate a Fund's
assets among multiple Sub-Advisers; (iv) monitor and evaluate the
performance of Sub-Advisers; and (v) implement procedures reasonably
designed to ensure that the Sub-Advisers comply with a Fund's
investment objective, policies and restrictions.
    11. No trustee or officer of the Trust, or of a Fund, or director
or officer of the Adviser, will own directly or indirectly (other than
through a pooled investment vehicle that is not controlled by such
person) any interest in a Sub-Adviser, except for (i) ownership of
interests in the Adviser or any entity that controls, is controlled by,
or is under common control with the Adviser; or (ii) ownership of less
than 1% of the outstanding securities of any class of equity or debt of
a publicly traded company that is either a Sub-Adviser or an entity
that controls, is controlled by, or is under common control with a Sub-
Adviser.
    12. Each Fund will disclose in its registration statement the
Aggregate Fee Disclosure.
    13. Any new Sub-Advisory Agreement or any amendment to an existing
Advisory Agreement or Sub-Advisory Agreement that directly or
indirectly results in an increase in the aggregate advisory fee rate
payable by the Fund will be submitted to the Fund's shareholders for
approval.

    14. In the event 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.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-08286 Filed 4-11-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 30 (Wednesday, February 17, 2021)]
[Notices]
[Pages 9976-9978]
[FR Doc No: 2021-03086]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34194; 812-15162]

Blue Tractor ETF Trust and Blue Tractor Group, LLC

February 10, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application to amend a prior order for exemptive
relief.

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Summary of Application:  Applicants request an order (``Amended
Order'') that would amend a prior order to permit the Funds, as defined
below, to use Creation Baskets (as defined below) that include
instruments that are not included, or are included with different
weightings, in the Fund's Dynamic SSR Portfolio (as defined below).

Applicants:  Blue Tractor ETF Trust and Blue Tractor Group, LLC.

Filing Dates:  The application was filed on September 18, 2020, and
amended on January 19, 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<EMAIL_ADDRESS>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 March 8, 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
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 at
<EMAIL_ADDRESS>
ADDRESSES: The Commission<EMAIL_ADDRESS>Applicants:
<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Marc Mehrespand, Senior Counsel; Trace
W. Rakestraw, Branch Chief, at<PHONE_NUMBER> (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 for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

I. Introduction

    1. On December 10, 2019, the Commission issued an order (``Prior
Order'') \1\ under 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, 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.\2\ The Prior Order permitted
Applicants to introduce a novel type of actively-managed

exchange-traded 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 \3\ 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
``Dynamic SSR Portfolio'').
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    \1\ See 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). Except as specifically noted in the application, all
representations and conditions contained in the application
previously submitted with the Commission (File No. 812-14625), as
amended and restated, and filed with the Commission on October 23,
2019 (the ``Prior Application'') remain applicable to the operation
of the Funds and will apply to any Funds relying on the Amended
Order.
    \2\ The relief granted in the Prior Order 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 1940 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, will expire one year from the effective
date of rule 12d1-4. See Fund of Funds Arrangements, Investment
Company Act Rel. No. 10871 (Oct. 7, 2020), at III.
    \3\ All capitalized terms not otherwise defined in this notice
have the meanings ascribed to them in the Prior Application.
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    2. Pursuant to the Prior Order, a Fund sells and redeems its shares
(``Shares'') only in Creation Units and generally on an in-kind basis.
Purchasers are required to purchase Creation Units by making a deposit
of Deposit Instruments and shareholders redeeming their Shares receive
a transfer of Redemption Instruments.\4\ Under the Prior Order, the
names and quantities of the instruments that constitute the Deposit
Instruments and the Redemption Instruments for a Fund (collectively,
the ``Creation Basket'') are the same as the Fund's Dynamic SSR
Portfolio, except to the extent purchases and redemptions are made
entirely or in part on a cash basis.
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    \4\ Deposit Instruments and Redemption Instruments may include
cash and/or securities.
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    3. Applicants now seek to amend the Prior Order to, in effect, give
the Funds the same flexibility with respect to Creation Basket
composition as afforded to ETFs relying on rule 6c-11.\5\ More
specifically, Applicants have requested that the Funds be allowed to
use Creation Baskets that include instruments that are not included, or
are included with different weightings, in the Fund's Dynamic SSR
Portfolio.
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    \5\ The Funds are not be able to operate in reliance on rule 6c-
11 because they do not disclose their full portfolio holdings on a
daily basis as required by the rule. See rule 6c-11(c)(1)(i)
(requiring an ETF to disclose prominently on its website, publicly
available and free of charge, the portfolio holdings that will form
the basis for each calculation of NAV per share).
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II. The Application

A. Applicants' Proposal

    4. Upon amending the Prior Order, the names and quantities of the
instruments that may constitute a Creation Basket will generally be the
same as the Fund's Dynamic SSR Portfolio, but a Fund may accept
Creation Baskets that differ from the Dynamic SSR Portfolio. Each
Business Day, before the open of trading on the Exchange where a Fund
is listed, the Fund will publish on its website the composition of any
Creation Basket exchanged with an authorized participant on the
previous Business Day that differed from such Business Day's Dynamic
SSR Portfolio other than with respect to cash.
    5. Applicants represent that, for portfolio management or other
reasons, the Funds may determine that it is desirable to use Creation
Baskets that differ from the Dynamic SSR Portfolio (beyond cash
substitutions). For example, a Fund may want to use a Creation Basket
that contains instruments that are not included in a Fund's Dynamic SSR
Portfolio if the Adviser or Sub-Adviser seeks to add an instrument to
the Fund's Actual Portfolio) without incurring transaction costs
associated with the purchase of the instrument for cash. Similarly, if
the Adviser or Sub-Adviser decides to sell an instrument from a Fund's
Actual Portfolio, the instrument may be included in a Creation Basket
with the expectation that the Fund will deliver it in-kind during a
redemption transaction.
    6. The Funds will use the requested basket flexibility only in
circumstances under which Applicants believe there will be no harm to
the Funds or their shareholders, and in order to benefit the Funds and
their shareholders by reducing costs, increasing efficiency and
improving trading.
    7. Pursuant to condition A.10 herein, each Fund will adopt and
implement written policies and procedures regarding the construction of
its Creation Baskets in accordance with rule 6c-11 under the Act. For
purposes of the requirement to comply with the policies and procedures
provision in rule 6c-11, only Creation Baskets that differ from a
Fund's Dynamic SSR Portfolio will be treated as a ``custom basket''
under rule 6c-11(c)(3).
    8. Furthermore, pursuant to condition A.9 herein, each Fund will
comply with the recordkeeping requirements of rule 6c-11.\6\ For
purposes of the requirement to comply with the recordkeeping provision
in rule 6c-11, only Creation Baskets different from a Fund's Dynamic
SSR Portfolio will be treated as a ``custom basket'' under rule 6c-
11(d)(2)(ii).
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    \6\ Pursuant to condition A.9, each Fund will also maintain and
preserve a copy of the Dynamic SSR Portfolio published on the Fund's
website for each Business Day and a copy of each Creation Basket
made available.
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B. Considerations Relating to the Requested Relief

    9. Applicants represent that the ability to utilize a Creation
Basket that includes instruments that are not included, or are included
with different weightings, in a Fund's Dynamic SSR Portfolio, or are
included in different weightings, does not raise any new policy
concerns about reverse engineering of a Fund's portfolio, self-dealing
or overreaching, or selective disclosure beyond those concerns
addressed in connection with the Prior Order.
    10. Reverse Engineering. Applicants acknowledge that, by using a
Creation Basket that includes instruments that are not included in a
Fund's Dynamic SSR Portfolio, or are included in different percentages,
and by publishing such Creation Basket on its website, the Fund would
provide market participants with additional information about which
instruments it adds or removes from the Fund's Actual Portfolio.
However, Applicants represent that they will operate the Funds in a
manner designed to minimize the risk of reverse engineering and, for
the reasons set forth in the application, believe successful front-
running or free-riding is highly unlikely.
    11. Self-Dealing or Overreaching. Applicants state that authorized
participants and other market participants will not have the ability to
disadvantage the Funds by manipulating or influencing the composition
of Creation Baskets, including those that differ from the Dynamic SSR
Portfolio. Like the basket and custom basket policies and procedures
required of ETFs by rule 6c-11, the Funds will adopt and implement
written policies and procedures that govern the construction of
Creation Baskets and the process that will be used for the acceptance
of Creation Baskets to safeguard the best interests of the Funds and
their shareholders.\7\
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    \7\ See Exchange-Traded Funds, Investment Company Act Release
No. 33646 (Sept. 25, 2019) (``ETF Adopting Release''), at 80-94
(discussion of rule 6c-11 requirement for ETF policies and
procedures concerning basket construction and acceptance and
heightened policies and procedures for custom baskets).
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    12. Selective Disclosure. The Funds and each person acting on
behalf of the Funds will continue to be required to comply with
Regulation Fair Disclosure as if it applied to them (except that the
exemptions provided in rule 100(b)(2)(iii) therein shall not apply).
Applicants believe that the new Creation Basket flexibility being
sought by the Applicants does not raise any new concerns about
selective disclosure of non-public material information. First, a
Fund's use of, or conversations with authorized participants about,
Creation Baskets that would result in such disclosure would effectively
be limited by the Funds' obligation to comply with Regulation Fair
Disclosure. Second, as noted above, each Business Day, before the open
of trading on the

Exchange where a Fund is listed, the Fund will publish on its website
the composition of any basket accepted by the Fund on the previous
Business Day that differed from such Business Day's Dynamic SSR
Portfolio other than with respect to cash.

III. Requested Exemptive Relief

    For the reasons stated above, 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, 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.\8\
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    \8\ See supra note 2.
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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,
except that condition A.9 of the Prior Order is deleted in its entirety
and replaced with the conditions A.9 and A.10 as follows:
    9. Each Fund will comply with the recordkeeping requirements of
rule 6c-11 under the Act, as amended, except that for purposes of this
condition, only Creation Baskets different from the Fund's Dynamic SSR
Portfolio will be treated as a ``custom basket'' under rule 6c-
11(d)(2)(ii). In addition, each Fund will maintain and preserve, for a
period of not less than five years, in an easily accessible place, (i)
a copy of the Dynamic SSR Portfolio published on the Fund's website for
each Business Day; and (ii) a copy of each Creation Basket made
available.
    10. Each Fund will adopt and implement written policies and
procedures that govern the construction of Creation Baskets, as
required under rule 6c-11(c)(3) under the Act, as amended, except that
for purposes of this condition, only Creation Baskets different from
the Fund's Dynamic SSR Portfolio will be treated as a ``Custom
Basket''. The Fund's basket policies and procedures will be covered by
the Fund's compliance program and other requirements under rule 38a-1
under the Act, as amended.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-03086 Filed 2-16-21; 8:45 am]
BILLING CODE 8011-01-P