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Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices accounting services to the Fund. State Street Bank and Trust Company acts as the custodian and transfer agent to the Fund.
Nasdaq Rule 5750b5 provides that if the investment adviser to the investment company issuing Proxy Portfolio Shares 6 is registered as a broker-dealer or is affiliated with a broker-dealer, such investment adviser will erect and maintain a fire wall between the investment adviser and personnel of the broker-dealer or brokerdealer affiliate, as applicable, with respect to access to information concerning the composition and/or changes to the Fund Portfolio 7 and/or the Proxy Basket.8 In addition, Nasdaq Rule 5750b5 further requires that any person related to the investment adviser or Investment Company who makes decisions pertaining to the Investment Companys Fund Portfolio and/or the Proxy Basket or has access to nonpublic information regarding the Fund Portfolio and/or Proxy Basket or changes thereto must be subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Fund Portfolio or the Proxy Basket or changes thereto.9

In addition, any person or entity, including a custodian, Reporting Authority,10 distributor, or administrator, who has access to nonpublic information regarding the Fund Portfolio or the Proxy Basket or changes thereto, must be subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the applicable Fund Portfolio or the Proxy Basket or changes thereto. Moreover, if any such person or entity is registered as a broker-dealer or affiliated with a broker-dealer, such person or entity will erect and maintain a fire wall between the person or entity and the broker-dealer with respect to access to information concerning the composition and/or changes to such Fund Portfolio or Proxy Basket.
In the event a the Adviser or any sub-adviser registers as a broker-dealer, or becomes newly affiliated with a broker-dealer, or b any new adviser or sub-adviser is a registered broker-dealer or becomes affiliated with another broker-dealer, it will implement and will maintain a fire wall with respect to its relevant personnel and/or such broker-dealer affiliate, as applicable, regarding access to information
6 The term Proxy Portfolio Share means a security that: A Represents an interest in an investment company registered under the Investment Company Act of 1940 Investment Company organized as an open-end management investment company, that invests in a portfolio of securities selected by the Investment Companys investment adviser consistent with the Investment Companys investment objectives and policies; B
is issued in a specified aggregate minimum number in return for a deposit of a specified Proxy Basket and/or a cash amount with a value equal to the next determined net asset value; C when aggregated in the same specified minimum number, may be redeemed at a holders request, which holder will be paid specified Proxy Basket and/or a cash amount with a value equal to the next determined net asset value; and D the portfolio holdings for which are disclosed within at least 60 days following the end of every fiscal quarter.
7 The term Fund Portfolio means the identities and quantities of the securities and other assets held by the Investment Company that will form the basis for the Investment Companys calculation of net asset value at the end of the business day.
8 The term Proxy Basket means the identities and quantities of the securities and other assets included in a basket that is designed to closely track the daily performance of the Fund Portfolio, as provided in the exemptive relief under the 1940 Act applicable to a series of Proxy Portfolio Shares. The website for each series of Proxy Portfolio Shares shall disclose the following information regarding the Proxy Basket as required under Rule 5750, to the extent applicable:
A Ticker symbol;
B CUSIP or other identifier;
C Description of holding;
D Quantity of each security or other asset held;
and E Percentage weight of the holding in the portfolio.
9 An investment adviser to an open-end fund is required to be registered under the Investment
Advisers Act of 1940 the Advisers Act. As a result, the Adviser and its related personnel are subject to the provisions of Rule 204A1 under the Advisers Act relating to codes of ethics. This Rule requires investment advisers to adopt a code of ethics that reflects the fiduciary nature of the relationship to clients as well as compliance with other applicable securities laws. Accordingly, procedures designed to prevent the communication and misuse of non-public information by an investment adviser must be consistent with Rule 204A1 under the Advisers Act. In addition, Rule 2064-7 under the Advisers Act makes it unlawful for an investment adviser to provide investment advice to clients unless such investment adviser has i adopted and implemented written policies and procedures reasonably designed to prevent violation, by the investment adviser and its supervised persons, of the Advisers Act and the Commission rules adopted thereunder; ii implemented, at a minimum, an annual review regarding the adequacy of the policies and procedures established pursuant to subparagraph i above and the effectiveness of their implementation; and iii designated an individual who is a supervised person responsible for administering the policies and procedures adopted under subparagraph i above.
10 The term Reporting Authority in respect of a particular series of Proxy Portfolio Shares means the Exchange, an institution, or a reporting service designated by the Exchange or by the exchange that lists a particular series of Proxy Portfolio Shares if the Exchange is trading such series pursuant to unlisted trading privileges as the official source for calculating and reporting information relating to such series, including, but not limited to, the Proxy Basket; the Fund Portfolio; the amount of any cash distribution to holders of Proxy Portfolio Shares, net asset value, or other information relating to the issuance, redemption or trading of Proxy Portfolio Shares. A series of Proxy Portfolio Shares may have more than one Reporting Authority, each having different functions.

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concerning the composition and/or changes to the Funds Portfolio and/or the Proxy Basket and will be subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Funds Portfolio and/or the Proxy Basket.
The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.
The Funds Principal Investment Strategies The investment objective of the Fund will be to seek total return through dividends and capital appreciation.
Under normal market conditions,11 the Fund will seek to achieve its investment objective by investing at least 80% of its net assets in exchange-traded equity securities of real estate investment trusts.
Under the terms of the Exemptive Order,12 the Funds investments are limited to the following: ETFs, exchange-traded notes, exchange listed common stocks excluding penny stocks as defined in Rule 3a511 under the Act, exchange-traded preferred stocks, exchange-traded American Depositary Receipts ADRs, exchangetraded real estate investment trusts, exchange-traded commodity pools, exchange-traded metals trusts, and exchange-traded currency trusts, in each case that are traded on a U.S. securities exchange contemporaneously with the Fund Shares; exchange-traded futures that trade contemporaneously with the Fund Shares that are U.S. listed futures contracts where the future contracts reference asset is an asset that the Fund could invest in directly, or in the case of an index future, is based on an index of a type of asset that the Fund could invest in directly; common stocks listed on a foreign exchange that trade on such exchange contemporaneously with the Fund Shares; and cash and cash equivalents which are short-term U.S.
Treasury securities, government money market funds, and repurchase agreements. The Funds holdings will conform to the permissible investments 11 The term normal market conditions as used herein, is defined in Nasdaq Rule 5750c4. On a temporary basis, including for defensive purposes, during the initial invest-up period and during periods of high cash inflows or outflows, the Fund may depart from its principal investment strategies;
for example, it may hold a higher than normal proportion of its assets in cash. During such periods, the Fund may not be able to achieve its investment objective. The Fund may adopt a defensive strategy when the Adviser or any subadviser believes securities in which such Fund normally invests have elevated risks due to political or economic factors and in other extraordinary circumstances.
12 See supra note 4.

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