[Federal Register Volume 86, Number 27 (Thursday, February 11, 2021)]
[Notices]
[Pages 9117-9118]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-02775]



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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34189; File No. 812-15165]


The RBB Fund, Inc., et al.

February 5, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 6(c) of the 
Investment Company Act of 1940 (``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.

Applicants:  The RBB Fund, Inc. (the ``Company''), Red Gate Advisers, 
LLC (the ``Initial Adviser''), and Herald Investment Marketing, LLC 
(the ``Distributor'').

Summary of Application:  Applicants request an order (``Order'') that 
permits: (a) Shielded Alpha ETFs (as described in the Reference Order 
(defined below)) to issue shares (``Shares'') redeemable in large 
aggregations only (``creation units''); (b) secondary market 
transactions in Shares to occur at negotiated market prices rather than 
at net asset value; (c) certain Shielded Alpha ETFs to pay redemption 
proceeds, under certain circumstances, more than seven days after the 
tender of Shares for redemption; and (d) certain affiliated persons of 
a Shielded Alpha ETF to deposit securities into, and receive securities 
from, the Shielded Alpha ETF in connection with the purchase and 
redemption of creation units. The relief in the Order would incorporate 
by reference terms and conditions of the same relief of a previous 
order granting the same relief sought by applicants, as that order may 
be amended from time to time (``Reference Order'').\1\
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    \1\ Blue Tractor ETF Trust and Blue Tractor Group, LLC, 
Investment Company Act Rel. Nos. 33682 (Nov. 14, 2019) (notice) and 
33710 (Dec. 10, 2019) (order). Applicants are not seeking relief 
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, as granted in the Reference Order. 
Accordingly, to the extent the terms and conditions of the Reference 
Order relate to such relief, they are not incorporated by reference 
into the Order.

Filing Date:  The application was filed on September 28, 2020 and 
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amended on December 10, 2020 and on January 15, 2020.

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 February 25, 2021, and should be 
accompanied by proof of service on applicants, in the form of an 
affidavit or, for lawyers, a certificate of service. Pursuant to rule 
0-5 under the Act, hearing requests should state the nature of the 
writer's interest, any facts bearing upon the desirability of a hearing 
on the matter, the reason for the request, and the issues contested. 
Persons who wish to be notified of a hearing may request notification 
by emailing the Commission's Secretary at Secretarys-Office@sec.gov.

ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: The 
RBB Fund, Inc.; Red Gate Advisers, LLC; and Herald Investment 
Marketing, LLC, c/o Craig A. Urciuoli, Red Gate Advisers, LLC, 
craig@redgateadvisers.com.

FOR FURTHER INFORMATION CONTACT: Harry Eisenstein, Senior Special 
Counsel, at (202) 551-6764, or Kaitlin Bottock, 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 for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants

    1. The Company is a corporation organized under the laws of 
Maryland and will consist of one or more series operating as Shielded 
Alpha ETFs. The Company is registered as an open-end management 
investment company under the Act. Applicants seek relief with respect 
to Funds (as defined below), including an initial Fund (the ``Initial 
Fund''). The Funds will operate as Shielded Alpha ETFs as described in 
the Reference Order.\2\
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    \2\ To facilitate arbitrage, among other things, each day a Fund 
would publish a basket of securities and cash that, while different 
from the Fund's portfolio, is designed to closely track its daily 
performance.
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    2. The Initial Adviser is a limited liability company organized 
under the laws of Pennsylvania and will be the investment adviser to 
the Initial Fund. Subject to approval by the Fund's board of directors, 
an Adviser (as defined below) will serve as investment adviser to each 
Fund. The Initial Adviser is, and any other Adviser will be, registered 
as an investment adviser under the Investment Advisers Act of 1940 
(``Advisers Act''). The Adviser may enter into sub-advisory agreements 
with other investment advisers to act as sub-advisers with respect to 
the Funds (each a ``Sub-Adviser''). Any Sub-Adviser will be registered 
under the Advisers Act.
    3. The Distributor is a limited liability company organized under 
the laws of Pennsylvania and a broker-dealer registered under the 
Securities Exchange Act of 1934, as amended, and will act as the 
principal underwriter of Shares of the Funds. Applicants request that 
the requested relief apply to any distributor of Shares, whether 
affiliated or unaffiliated with the Adviser and/or Sub-Adviser 
(included in the term ``Distributor''). Any Distributor will comply 
with the terms and conditions of the Order.

Applicants' Requested Exemptive Relief

    4. Applicants seek the requested Order 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, 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. The requested Order would permit applicants to offer Funds 
that operate as Shielded Alpha ETFs. Because the relief requested is 
the same as certain of the relief granted by the Commission under the 
Reference Order and because the Initial Adviser has entered into a 
licensing agreement with Blue Tractor Group, LLC, or an affiliate 
thereof, in order to offer Funds that operate as Shielded Alpha ETFs, 
the Order would incorporate by reference the terms and conditions of 
the same relief of the Reference Order.
    5. Applicants request that the Order apply to the Initial Fund and 
to any other existing or future registered open-end management 
investment company or series thereof that: (a) Is advised by the 
Initial Adviser or any entity controlling, controlled by, or under 
common control with the Initial Adviser (any such entity, along with 
the Initial Adviser, included in the term ``Adviser''); (b) operates as 
a Shielded Alpha ETF as described in the Reference Order; and (c) 
complies with the terms and conditions of the Order and the terms and 
conditions of the Reference Order that are incorporated by reference

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into the Order (each such company or series and the Initial Fund, a 
``Fund'').\3\
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    \3\ All entities that currently intend to rely on the Order are 
named as applicants. Any other entity that relies on the Order in 
the future will comply with the terms and conditions of the Order 
and the terms and conditions of the Reference Order that are 
incorporated by reference into the Order.
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    6. Section 6(c) of the Act provides that the Commission may exempt 
any person, security or transaction, or any class of persons, 
securities or transactions, from any provisions of the Act, if and to 
the extent that 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. 
Section 17(b) of the Act authorizes the Commission to exempt a proposed 
transaction from section 17(a) of the Act if evidence establishes that 
the terms of the transaction, including the consideration to be paid or 
received, are reasonable and fair and do not involve overreaching on 
the part of any person concerned, and the transaction is consistent 
with the policies of the registered investment company and the general 
purposes of the Act. Applicants submit that for the reasons stated in 
the Reference Order the requested relief meets the exemptive standards 
under sections 6(c) and 17(b) of the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-02775 Filed 2-10-21; 8:45 am]
BILLING CODE 8011-01-P


