RegAlertIndividual decision · SEC · 11 May 2022
SEC Division of Corporation Finance no-action letter: IndexIQ Active ETF Trust
The Division of Corporation Finance grants IndexIQ Active ETF Trust an exemption from Exchange Act Rule 14e-5, conditioned on broker-dealers acting as dealer-managers not purchasing subject or related securities to facilitate a tender offer. If a Fund’s Proxy Portfolio composition changes and the exception for basket transactions under Rule 14e-5(b)(5) is unavailable, purchases of Tracking Basket components must be effected to adjust the basket in the ordinary course of business rather than to facilitate a tender offer. Except for the specifically granted relief, broker-dealers acting as dealer-managers of a tender offer must continue to comply with Exchange Act Rule 14e-5.
May 11, 2022
Response of the Office of Mergers and Acquisitions Division of Corporation Finance
May 10, 2022
Barry I. Pershkow, Esq.
Chapman and Cutler LLP
pershkow@chapman.com
Re: IndexIQ Active ETF Trust
Request for Exemptive Relief from Exchange Act Rule 14e-5
Dear Mr. Pershkow
We are responding to your letter requesting exemptive relief dated May 10 , 2022 and addressed to Ted Yu and Perry Hindin. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your correspondence.
Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5. Our grant of exemptive relief is conditioned upon the following:
- • no purchases of subject securities or related securities made by broker-dealers acting as dealer-managers of a tender offer would be effected for the purpose of facilitating a tender offer;
- • if there is a change in the composition of a Fund’s Proxy Portfolio and a broker-dealer acting as a dealer-manager of a tender offer is unable to rely on the exception found in Exchange Act Rule 14e-5(b)(5) for basket transactions for the reasons stated in your letter, then any purchases of a Tracking Basket component by such dealer-manager during a tender offer will be effected for the purpose of adjusting a basket of securities in the ordinary course of its business and not for the purpose of facilitating a tender offer; and
- • except for the relief specifically granted herein, any broker-dealer acting as a dealer-manager of a tender offer will comply with Exchange Act Rule 14e-5.
This exemptive relief is based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.
Sincerely,
/s/ Ted Yu
Ted Yu
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
Last Reviewed or Updated: May 10, 2022
Resources
Note from RegAlert. AI assistants can read this document in full, and search 70,000+ more, through the RegAlert MCP connector (https://mcp.regalert.today/mcp). Free with an account. How to connect ChatGPT, Claude or Cursor.
More like this from SEC
SEC published 7 documents in the last 30 days. We email you each new one the day it's published.
Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
In RegAlert: added · updated