82 FR 19298 - TriLine Index Solutions, LLC, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 79 (April 26, 2017)

Page Range		19298-19300
FR Document		2017-08444
Federal Register, Volume 82 Issue 79 (Wednesday, April 26, 2017)
[Federal Register Volume 82, Number 79 (Wednesday, April 26, 2017)]
[Notices]
[Pages 19298-19300]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-08444]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32608; 812-14750]


TriLine Index Solutions, LLC, et al.

April 21, 2017.
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 (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) for an exemption from sections 12(d)(1)(A) and 
12(d)(1)(B) of the Act. The requested order would

[[Page 19299]]

permit (a) index-based series of certain open-end management investment 
companies (``Funds'') to issue shares redeemable in large aggregations 
only (``Creation Units''); (b) secondary market transactions in Fund 
shares to occur at negotiated market prices rather than at net asset 
value (``NAV''); (c) certain Funds to pay redemption proceeds, under 
certain circumstances, more than seven days after the tender of shares 
for redemption; (d) certain affiliated persons of a Fund to deposit 
securities into, and receive securities from, the Fund in connection 
with the purchase and redemption of Creation Units; and (e) certain 
registered management investment companies and unit investment trusts 
outside of the same group of investment companies as the Funds (``Funds 
of Funds'') to acquire shares of the Funds.
    Applicants: TriLine Index Solutions, LLC (the ``Initial Adviser''), 
a Delaware limited liability company that will be registered as an 
investment adviser under the Investment Advisers Act of 1940, ETF 
Series Solutions (the ``Trust''), a Delaware statutory trust registered 
under the Act as an open-end management investment company with 
multiple series, and Foreside Fund Services, LLC (the ``Distributor''), 
a Delaware limited liability company and broker-dealer registered under 
the Securities Exchange Act of 1934 (``Exchange Act'').
    Filing Date: The application was filed on March 1, 2017.
    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 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 16, 2017, 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 writing to the 
Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street 
NE., Washington, DC 20549-1090; Applicants: the Initial Adviser, 8117 
Preston Road, Suite 260, Dallas, Texas 75225; the Trust, 615 East 
Michigan Street, 4th Floor, Milwaukee, Wisconsin 53202; and the 
Distributor, Three Canal Plaza, Suite 100, Portland, Maine 04101.

FOR FURTHER INFORMATION CONTACT: Hae-Sung Lee, Attorney-Adviser, at 
(202) 551-7345, or Robert H. Shapiro, Branch Chief, at (202) 551-6821 
(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 for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Summary of the Application

    1. Applicants request an order that would allow Funds to operate as 
index exchange traded funds (``ETFs'').\1\ Fund shares will be 
purchased and redeemed at their NAV in Creation Units only. All orders 
to purchase Creation Units and all redemption requests will be placed 
by or through an ``Authorized Participant'', which will have signed a 
participant agreement with the Distributor. Shares will be listed and 
traded individually on a national securities exchange, where share 
prices will be based on the current bid/offer market. Any order 
granting the requested relief would be subject to the terms and 
conditions stated in the application.
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    \1\ Applicants request that the order apply to the new series of 
the Trust and any additional series of the Trust, and any other 
open-end management investment company or series thereof (each, 
included in the term ``Fund''), each of which will operate as an ETF 
and will track a specified index comprised of domestic or foreign 
equity and/or fixed income securities (each, an ``Underlying 
Index''). Any Fund will (a) be advised by the Initial Adviser or an 
entity controlling, controlled by, or under common control with the 
Initial Adviser (each, an ``Adviser'') and (b) comply with the terms 
and conditions of the application.
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    2. Each Fund will hold investment positions selected to correspond 
generally to the performance of an Underlying Index. In the case of 
Self-Indexing Funds, an affiliated person, as defined in section 
2(a)(3) of the Act (``Affiliated Person''), or an affiliated person of 
an Affiliated Person (``Second-Tier Affiliate''), of the Trust or a 
Fund, of the Adviser, of any sub-adviser to or promoter of a Fund, or 
of the Distributor will compile, create, sponsor or maintain the 
Underlying Index.\2\
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    \2\ Each Self-Indexing Fund will post on its Web site the 
identities and quantities of the investment positions that will form 
the basis for the Fund's calculation of its NAV at the end of the 
day. Applicants believe that requiring Self-Indexing Funds to 
maintain full portfolio transparency will help address, together 
with other protections, conflicts of interest with respect to such 
Funds.
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    3. Shares will be purchased and redeemed in Creation Units and 
generally on an in-kind basis. Except where the purchase or redemption 
will include cash under the limited circumstances specified in the 
application, purchasers will be required to purchase Creation Units by 
depositing specified instruments (``Deposit Instruments''), and 
shareholders redeeming their shares will receive specified instruments 
(``Redemption Instruments''). The Deposit Instruments and the 
Redemption Instruments will each correspond pro rata to the positions 
in the Fund's portfolio (including cash positions) except as specified 
in the application.
    4. Because shares will not be individually redeemable, applicants 
request an exemption from section 5(a)(1) and section 2(a)(32) of the 
Act that would permit the Funds to register as open-end management 
investment companies and issue shares that are redeemable in Creation 
Units only.
    5. Applicants also request an exemption from section 22(d) of the 
Act and rule 22c-1 under the Act as secondary market trading in shares 
will take place at negotiated prices, not at a current offering price 
described in a Fund's prospectus, and not at a price based on NAV. 
Applicants state that (a) secondary market trading in shares does not 
involve a Fund as a party and will not result in dilution of an 
investment in shares, and (b) to the extent different prices exist 
during a given trading day, or from day to day, such variances occur as 
a result of third-party market forces, such as supply and demand. 
Therefore, applicants assert that secondary market transactions in 
shares will not lead to discrimination or preferential treatment among 
purchasers. Finally, applicants represent that share market prices will 
be disciplined by arbitrage opportunities, which should prevent shares 
from trading at a material discount or premium from NAV.
    6. With respect to Funds that effect creations and redemptions of 
Creation Units in kind and that are based on certain Underlying Indexes 
that include foreign securities, applicants request relief from the 
requirement imposed by section 22(e) in order to allow such Funds to 
pay redemption proceeds within fifteen calendar days following the 
tender of Creation Units for redemption. Applicants assert that the 
requested relief would not be inconsistent with the spirit and intent 
of section 22(e) to prevent unreasonable, undisclosed or unforeseen 
delays in the actual payment of redemption proceeds.

[[Page 19300]]

    7. Applicants request an exemption to permit Funds of Funds to 
acquire Fund shares beyond the limits of section 12(d)(1)(A) of the 
Act; and the Funds, and any principal underwriter for the Funds, and/or 
any broker or dealer registered under the Exchange Act, to sell shares 
to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act. 
The application's terms and conditions are designed to, among other 
things, help prevent any potential (i) undue influence over a Fund 
through control or voting power, or in connection with certain 
services, transactions, and underwritings, (ii) excessive layering of 
fees, and (iii) overly complex fund structures, which are the concerns 
underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
    8. Applicants request an exemption from sections 17(a)(1) and 
17(a)(2) of the Act to permit persons that are Affiliated Persons, or 
Second Tier Affiliates, of the Funds, solely by virtue of certain 
ownership interests, to effectuate purchases and redemptions in-kind. 
The deposit procedures for in-kind purchases of Creation Units and the 
redemption procedures for in-kind redemptions of Creation Units will be 
the same for all purchases and redemptions and Deposit Instruments and 
Redemption Instruments will be valued in the same manner as those 
investment positions currently held by the Funds. Applicants also seek 
relief from the prohibitions on affiliated transactions in section 
17(a) to permit a Fund to sell its shares to and redeem its shares from 
a Fund of Funds, and to engage in the accompanying in-kind transactions 
with the Fund of Funds.\3\ The purchase of Creation Units by a Fund of 
Funds directly from a Fund will be accomplished in accordance with the 
policies of the Fund of Funds and will be based on the NAVs of the 
Funds.
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    \3\ The requested relief would apply to direct sales of shares 
in Creation Units by a Fund to a Fund of Funds and redemptions of 
those shares. Applicants, moreover, are not seeking relief from 
section 17(a) for, and the requested relief will not apply to, 
transactions where a Fund could be deemed an Affiliated Person, or a 
Second-Tier Affiliate, of a Fund of Funds because an Adviser or an 
entity controlling, controlled by or under common control with an 
Adviser provides investment advisory services to that Fund of Funds.
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    9. Section 6(c) of the Act permits the Commission to exempt any 
persons or transactions from any provision of the Act 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. Section 12(d)(1)(J) 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 provision of section 12(d)(1) if the exemption 
is consistent with the public interest and the protection of investors. 
Section 17(b) of the Act authorizes the Commission to grant an order 
permitting a transaction otherwise prohibited by section 17(a) if it 
finds that (a) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (b) the proposed transaction is consistent with the policies 
of each registered investment company involved; and (c) the proposed 
transaction is consistent with the general purposes of the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-08444 Filed 4-25-17; 8:45 am]
 BILLING CODE 8011-01-P
19298 Federal Register / Vol. 82, No. 79 / Wednesday, April 26, 2017 / Notices

eliminate investor confusion regarding proposed rule change between the holdings in the issuer with the
the provision in the previous filing that Commission and any person, other than Commission. Form 5 (17 CFR 249.105)
is not applicable to BOX, as discussed those that may be withheld from the is an annual statement of beneficial
above. For this reason, the Commission public in accordance with the ownership of securities. The
believes the waiver of the operative provisions of 5 U.S.C. 552, will be information disclosure provided on
delay is consistent with the protection available for Web site viewing and Form 5 is mandatory. All information is
of investors and the public interest. printing in the Commission’s Public provided to the public for review. We
Therefore, the Commission hereby Reference Room, on official business estimate that approximately 5,939
waives the operative delay and days between the hours of 10:00 a.m. reporting persons file Form 5 annually
designates the proposal operative upon and 3:00 p.m., located at 100 F Street and we estimate that it takes
filing.14 NE., Washington, DC 20549. Copies of approximately one hour to prepare the
At any time within 60 days of the such filing also will be available for form for a total of 5,939 annual burden
filing of the proposed rule change, the inspection and copying at the principal hours.
Commission summarily may office of the Exchange. All comments An agency may not conduct or
temporarily suspend such rule change if received will be posted without change; sponsor, and a person is not required to
it appears to the Commission that such the Commission does not edit personal respond to, a collection of information
action is necessary or appropriate in the identifying information from unless it displays a currently valid
public interest, for the protection of submissions. You should submit only control number.
investors, or otherwise in furtherance of information that you wish to make The public may view the background
the purposes of the Act. If the available publicly. All submissions documentation for this information
Commission takes such action, the should refer to File Number SR–BOX– collection at the following Web site,
Commission shall institute proceedings 2017–12 and should be submitted on or www.reginfo.gov. Comments should be
to determine whether the proposed rule before May 17, 2017. directed to: (i) Desk Officer for the
change should be approved or For the Commission, by the Division of Securities and Exchange Commission,
disapproved. Trading and Markets, pursuant to delegated Office of Information and Regulatory
IV. Solicitation of Comments authority.15 Affairs, Office of Management and
Eduardo A. Aleman, Budget, Room 10102, New Executive
Interested persons are invited to
Assistant Secretary. Office Building, Washington, DC 20503,
submit written data, views and
[FR Doc. 2017–08389 Filed 4–25–17; 8:45 am] or by sending an email to: Shagufta_
arguments concerning the foregoing,
BILLING CODE 8011–01–P Ahmed@omb.eop.gov; and (ii) Pamela
including whether the proposed rule
Dyson, Director/Chief Information
change is consistent with the Act.
Officer, Securities and Exchange
Comments may be submitted by any of
SECURITIES AND EXCHANGE Commission, c/o Remi Pavlik-Simon,
the following methods:
COMMISSION 100 F Street NE., Washington, DC 20549
Electronic Comments or send an email to: PRA_Mailbox@
Submission for OMB Review; sec.gov. Comments must be submitted to
• Use the Commission’s Internet
Comment Request OMB within 30 days of this notice.
comment form (http://www.sec.gov/
rules/sro.shtml); or Upon Written Request Copies Available Dated: April 21, 2017.
• Send an email to rule-comments@ From: Securities and Exchange Eduardo A. Aleman,
sec.gov. Please include File Number SR– Commission, Office of FOIA Services, Assistant Secretary.
BOX–2017–12 on the subject line. 100 F Street NE., Washington, DC [FR Doc. 2017–08432 Filed 4–25–17; 8:45 am]
Paper Comments 20549–2736. BILLING CODE 8011–01–P
Extension:
• Send paper comments in triplicate Form 5, SEC File No. 270–323, OMB
to Secretary, Securities and Exchange Control No. 3235–0362
Commission, 100 F Street NE., SECURITIES AND EXCHANGE
Washington, DC 20549–1090. Notice is hereby given that, pursuant COMMISSION
to the Paperwork Reduction Act of 1995 [Investment Company Act Release No.
All submissions should refer to File
(44 U.S.C. 3501 et seq.), the Securities 32608; 812–14750]
Number SR–BOX–2017–12. This file
and Exchange Commission
number should be included on the
(‘‘Commission’’) has submitted to the TriLine Index Solutions, LLC, et al.
subject line if email is used. To help the
Office of Management and Budget this
Commission process and review your April 21, 2017.
request for extension of the previously
comments more efficiently, please use AGENCY: Securities and Exchange
approved collection of information
only one method. The Commission will discussed below. Commission (‘‘Commission’’).
post all comments on the Commission’s Under Section 16(a) of the Securities ACTION: Notice.
Internet Web site (http://www.sec.gov/ Exchange Act of 1934 (‘‘Exchange Act’’)
rules/sro.shtml). Copies of the (15 U.S.C. 78a et seq.) every person who Notice of an application for an order
submission, all subsequent is directly or indirectly the beneficial under section 6(c) of the Investment
amendments, all written statements owner of more than 10 percent of any Company Act of 1940 (the ‘‘Act’’) for an
with respect to the proposed rule class of any equity security (other than exemption from sections 2(a)(32),
change that are filed with the an exempted security) which registered 5(a)(1), 22(d), and 22(e) of the Act and
mstockstill on DSK30JT082PROD with NOTICES

Commission, and all written pursuant to Section 12 of the Exchange rule 22c–1 under the Act, under
communications relating to the Act, or who is a director or an officer of sections 6(c) and 17(b) of the Act for an
the issuer of such security (collectively exemption from sections 17(a)(1) and
14 For purposes only of waiving the 30-day
‘‘reporting persons’’), must file 17(a)(2) of the Act, and under section
operative delay, the Commission has also
considered the proposed rule’s impact on statements setting forth their security 12(d)(1)(J) for an exemption from
efficiency, competition, and capital formation. See sections 12(d)(1)(A) and 12(d)(1)(B) of
15 U.S.C. 78c(f). 15 17 CFR 200.30–3(a)(12). the Act. The requested order would

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19300 Federal Register / Vol. 82, No. 79 / Wednesday, April 26, 2017 / Notices

7. Applicants request an exemption to exempt any person, security, or and at the Commission’s Public
permit Funds of Funds to acquire Fund transaction, or any class or classes of Reference Room.
shares beyond the limits of section persons, securities, or transactions, from
II. Self-Regulatory Organization’s
12(d)(1)(A) of the Act; and the Funds, any provision of section 12(d)(1) if the
Statement of the Purpose of, and
and any principal underwriter for the exemption is consistent with the public
Statutory Basis for, the Proposed Rule
Funds, and/or any broker or dealer interest and the protection of investors.
registered under the Exchange Act, to Section 17(b) of the Act authorizes the Change
sell shares to Funds of Funds beyond Commission to grant an order In its filing with the Commission, the
the limits of section 12(d)(1)(B) of the permitting a transaction otherwise self-regulatory organization included
Act. The application’s terms and prohibited by section 17(a) if it finds statements concerning the purpose of,
conditions are designed to, among other that (a) the terms of the proposed and basis for, the proposed rule change
things, help prevent any potential (i) transaction are fair and reasonable and and discussed any comments it received
undue influence over a Fund through do not involve overreaching on the part on the proposed rule change. The text
control or voting power, or in of any person concerned; (b) the of those statements may be examined at
connection with certain services, proposed transaction is consistent with the places specified in Item IV below.
transactions, and underwritings, (ii) the policies of each registered The Exchange has prepared summaries,
excessive layering of fees, and (iii) investment company involved; and (c) set forth in sections A, B, and C below,
overly complex fund structures, which the proposed transaction is consistent of the most significant parts of such
are the concerns underlying the limits with the general purposes of the Act. statements.
in sections 12(d)(1)(A) and (B) of the For the Commission, by the Division of A. Self-Regulatory Organization’s
Act. Investment Management, under delegated
8. Applicants request an exemption Statement of the Purpose of, and the
authority.
from sections 17(a)(1) and 17(a)(2) of the Statutory Basis for, the Proposed Rule
Eduardo A. Aleman,
Act to permit persons that are Affiliated Change
Assistant Secretary.
Persons, or Second Tier Affiliates, of the [FR Doc. 2017–08444 Filed 4–25–17; 8:45 am] 1. Purpose
Funds, solely by virtue of certain
BILLING CODE 8011–01–P The purpose of the filing is to adopt
ownership interests, to effectuate
a rule that governs the operation of the
purchases and redemptions in-kind. The
Exchange’s new BOLD Mechanism. As
deposit procedures for in-kind SECURITIES AND EXCHANGE
purchases of Creation Units and the proposed, BOLD Mechanism is a feature
COMMISSION within the Exchange’s trading system
redemption procedures for in-kind
redemptions of Creation Units will be [Release No. 34–80494; File No. SR– that would provide automated order
the same for all purchases and NYSEMKT–2017–21] handling for eligible orders in
redemptions and Deposit Instruments designated classes. Regarding BOLD
Self-Regulatory Organizations; NYSE Mechanism eligibility, the Exchange
and Redemption Instruments will be
MKT LLC; Notice of Filing and will designate eligible order size,
valued in the same manner as those
Immediate Effectiveness of a Proposed eligible order type, eligible capacity
investment positions currently held by
Rule Change To Adopt Rule 994NY, code (e.g., Customer 4 orders, non-
the Funds. Applicants also seek relief
Broadcast Order Liquidity Delivery Market Maker non-Customer orders, and
from the prohibitions on affiliated
Mechanism Market Maker 5 orders), and classes in
transactions in section 17(a) to permit a
Fund to sell its shares to and redeem its April 20, 2017.
which the BOLD Mechanism will be
shares from a Fund of Funds, and to available. Orders must be specifically
Pursuant to Section 19(b)(1) 1 of the
engage in the accompanying in-kind marked to be eligible for the BOLD
Securities Exchange Act of 1934 (the
transactions with the Fund of Funds.3 Mechanism. After trading with eligible
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
The purchase of Creation Units by a interest on the Exchange, the BOLD
notice is hereby given that on April 11,
Fund of Funds directly from a Fund will Mechanism will automatically process
2017, NYSE MKT LLC (the ‘‘Exchange’’
be accomplished in accordance with the an eligible incoming order that is
or ‘‘NYSE MKT’’) filed with the
policies of the Fund of Funds and will marketable against quotations
Securities and Exchange Commission
be based on the NAVs of the Funds. disseminated by other exchanges that
(the ‘‘Commission’’) the proposed rule
9. Section 6(c) of the Act permits the are participants in the Options Order
change as described in Items I and II
Commission to exempt any persons or Protection and Locked/Crossed Market
below, which Items have been prepared
transactions from any provision of the Plan (the ‘‘Linkage Plan’’).
by the self-regulatory organization. The
Act if such exemption is necessary or With respect to order handling, orders
Commission is publishing this notice to
appropriate in the public interest and that are received by the BOLD
solicit comments on the proposed rule
consistent with the protection of Mechanism pursuant to paragraph (a) of
change from interested persons.
investors and the purposes fairly
intended by the policy and provisions of I. Self-Regulatory Organization’s 4 The term ‘‘Customer’’ means an individual or

Statement of the Terms of Substance of organization that is not a Broker/Dealer; when not
the Act. Section 12(d)(1)(J) of the Act capitalized, ‘‘customer’’ refers to any individual or
provides that the Commission may the Proposed Rule Change organization whose order is being represented,
The Exchange proposes to adopt Rule including a Broker/Dealer. See Rule 900.2NY(18).
3 The requested relief would apply to direct sales 5 Market Makers are included in the definition of
994NY, Broadcast Order Liquidity
of shares in Creation Units by a Fund to a Fund of ATP Holders. See Rule 900.2NY(5) (defining ATP
mstockstill on DSK30JT082PROD with NOTICES

Funds and redemptions of those shares. Applicants,
Delivery (‘‘BOLD’’) Mechanism. The Holder as ‘‘a natural person, sole proprietorship,
moreover, are not seeking relief from section 17(a) proposed rule change is available on the partnership, corporation, limited liability company
for, and the requested relief will not apply to, Exchange’s Web site at www.nyse.com, or other organization, in good standing, that has
transactions where a Fund could be deemed an at the principal office of the Exchange, been issued an ATP,’’ and requires that ‘‘[a]n ATP
Affiliated Person, or a Second-Tier Affiliate, of a Holder must be a registered broker or dealer
Fund of Funds because an Adviser or an entity pursuant to Section 15 of the Securities Exchange
1 15 U.S.C. 78s(b)(1).
controlling, controlled by or under common control Act of 1934.’’ See also Rule 900.2NY(38) (providing
2 15 U.S.C. 78a.
with an Adviser provides investment advisory that a Market Maker is ‘‘an ATP Holder that acts
services to that Fund of Funds. 3 17 CFR 240.19b–4. as a Market Maker pursuant to Rule 920NY’’).

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Document Created: 2017-04-26 03:15:35
Document Modified: 2017-04-26 03:15:35
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice.
Dates		The application was filed on March 1, 2017.
Contact		Hae-Sung Lee, Attorney-Adviser, at (202) 551-7345, or Robert H. Shapiro, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 19298