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Federal Register / Vol. 86, No. 108 / Tuesday, June 8, 2021 / Notices This Notice will be published in the Federal Register.
Erica A. Barker, Secretary.
FR Doc. 202111984 Filed 6721; 8:45 am BILLING CODE 7710FWP

SECURITIES AND EXCHANGE
COMMISSION
Investment Company Act Release No.
34293; 8121520201

Listed Funds Trust and Skyrocket Investments, LLC
June 2, 2021.

Securities and Exchange Commission Commission.
ACTION: Notice.

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AGENCY:

Notice of an application under Section 6c of the Investment Company Act of 1940 Act for an exemption from Section 15a of the Act, as well as from certain disclosure requirements in Rule 20a1 under the Act, Item 19a3
of Form N1A, Items 22c1ii, 22c1iii, 22c8 and 22c9 of Schedule 14A under the Securities Exchange Act of 1934 1934 Act, and Sections 6072a, b, and c of Regulation SX 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 subadvisory 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 Commissions Secretary at SecretarysOffice@sec.gov and serving Applicants with a copy of the request by email.
Hearing requests should be received by
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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 05 under the Act, hearing requests should state the nature of the writers 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 Commissions 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 5516879, or Lisa Reid Ragen, Branch Chief, at 202 5516825
Division of Investment Management, Chief Counsels Office.
SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commissions 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
5518090.
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 2a19 of the Act the Independent Trustees, without obtaining shareholder approval, to: i Select investment sub-advisers SubAdvisers 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.
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.

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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 Funds net assets: i The aggregate fees paid to the Adviser and any WhollyOwned 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 SubAdvised 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 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 2a43 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 Advisers parent company, or 3 a parent company of the Adviser.
An Affiliated Sub-Adviser is any investment subadviser that is not a Wholly-Owned Sub-Adviser, but is an affiliated person as defined in Section 2a3 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 6072a, b and c of Regulation SX
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.

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