82 FR 30920 - Nationwide Fund Advisors, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 126 (July 3, 2017)

Page Range		30920-30921
FR Document		2017-13904
Federal Register, Volume 82 Issue 126 (Monday, July 3, 2017)
[Federal Register Volume 82, Number 126 (Monday, July 3, 2017)]
[Notices]
[Pages 30920-30921]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-13904]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32712; 812-14783]


Nationwide Fund Advisors, et al.

June 27, 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 (``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 (a)(2) of the Act, and under section 12(d)(1)(J) 
of the Act for an exemption from sections 12(d)(1)(A) and (B) of the 
Act.

Applicants: Nationwide Fund Advisors (the ``Adviser''), ETF Series 
Solutions (the ``Trust''), and Quasar Distributors, LLC (the 
``Distributor'').

Summary of Application: Applicants request an order (``Order'') that 
permits: (a) Actively managed series of certain open-end management 
investment companies to issue shares (``Shares'') redeemable in large 
aggregations only (``Creation Units''); (b) secondary market 
transactions in Shares to occur at the next-determined net asset value 
plus or minus a market-determined premium or discount that may vary 
during the trading day; (c) certain series to pay redemption proceeds, 
under certain circumstances, more than seven days from the tender of 
Shares for redemption; (d) certain affiliated persons of the series to 
deposit securities into, and receive securities from, the series in 
connection with the purchase and redemption of Creation Units; (e) 
certain registered management investment companies and unit investment 
trusts outside of the same group of investment companies as the series 
to acquire Shares; and (f) certain series to create and redeem Shares 
in kind in a master-feeder structure. The Order would incorporate by 
reference terms and conditions 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\ Eaton Vance Management, et al., Investment Company Act Rel. 
Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order).

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Filing Date: The application was filed on June 7, 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 July 24, 2017, and should be accompanied by proof of 
service on applicants, in the form of an

[[Page 30921]]

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: The Commission: Brent J. Fields, Secretary, U.S. Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. 
Applicants: Nationwide Fund Advisors, 10 West Nationwide Blvd., 
Columbus, Ohio 43215; ETF Series Solutions, 615 East Michigan Street, 
4th Floor, Milwaukee, Wisconsin 53202; Quasar Distributors, LLC, 777 
East Wisconsin Avenue, 6th Floor, Milwaukee, Wisconsin 53202.

FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, 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.

Applicants

    1. The Trust is registered as an open-end management investment 
company under the Act and is a statutory trust organized under the laws 
of Delaware. Applicants seek relief with respect to one Fund (as 
defined below, and that Fund, the ``Initial Fund''). The portfolio 
positions of each Fund will consist of securities and other assets 
selected and managed by its Adviser or Subadviser (as defined below) to 
pursue the Fund's investment objective.
    2. The Adviser, a Delaware business trust, will be the investment 
adviser to the Initial Fund. An Adviser (as defined below) will serve 
as investment adviser to each Fund. The 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 
retain one or more subadvisers (each a ``Subadviser'') to manage the 
portfolios of the Funds. Any Subadviser will be registered, or not 
subject to registration, under the Advisers Act.
    3. The Distributor is a Delaware limited liability company and a 
broker-dealer registered under the Securities Exchange Act of 1934 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 
(included in the term ``Distributor''). Any Distributor will comply 
with the terms and conditions of the Order.

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, 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) of the Act for an exemption from 
sections 12(d)(1)(A) and (B) of the Act. The requested Order would 
permit applicants to offer exchange-traded managed funds. Because the 
relief requested is the same as the relief granted by the Commission 
under the Reference Order and because the Adviser has entered into, or 
anticipates entering into, a licensing agreement with Eaton Vance 
Management, or an affiliate thereof in order to offer exchange-traded 
managed funds,\2\ the Order would incorporate by reference the terms 
and conditions of the Reference Order.
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    \2\ Eaton Vance Management has obtained patents with respect to 
certain aspects of the Funds' method of operation as exchange-traded 
managed funds.
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    5. Applicants request that the Order apply to the Initial Fund and 
to any other existing or future open-end management investment company 
or series thereof that: (a) Is advised by the Adviser or any entity 
controlling, controlled by, or under common control with the Adviser 
(any such entity included in the term ``Adviser''); and (b) operates as 
an exchange-traded managed fund as described in the Reference Order; 
and (c) complies with the terms and conditions of the Order and of the 
Reference Order, which is incorporated by reference herein (each such 
company or series and 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 of the Reference Order, which is incorporated by reference 
herein.
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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 proposed transaction is 
consistent with the policies of the registered investment company and 
the general purposes 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.
    7. Applicants submit that for the reasons stated in the Reference 
Order: (1) With respect to the relief requested pursuant to section 
6(c) of the Act, the relief is 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; (2) with respect to 
the relief request pursuant to section 17(b) of the Act, the proposed 
transactions are reasonable and fair and do not involve overreaching on 
the part of any person concerned, are consistent with the policies of 
each registered investment company concerned and consistent with the 
general purposes of the Act; and (3) with respect to the relief 
requested pursuant to section 12(d)(1)(J) of the Act, the relief is 
consistent with the public interest and the protection of investors.

    By the Division of Investment Management, pursuant to delegated 
authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-13904 Filed 6-30-17; 8:45 am]
 BILLING CODE P
30920 Federal Register / Vol. 82, No. 126 / Monday, July 3, 2017 / Notices

change recognizes common price annual approval by the Board, and the ACTION: Notice.
submission practices whereby end-of- requirements of Rule 17Ad–22(e)(6)(vii)
day submissions from multiple affiliated regarding model validation of models Notice of an application for an order
entities often reflect the institution’s related to the covered clearing agency’s under section 6(c) of the Investment
overall view on the value of the relevant margin system. Company Act of 1940 (‘‘Act’’) for an
instrument.23 Accordingly, the The Commission also finds that the exemption from sections 2(a)(32),
Commission finds that the proposed proposed changes to ICE Clear Europe’s 5(a)(1), 22(d) and 22(e) of the Act and
amendment regarding firm trade Price Submission Disciplinary rule 22c–1 under the Act, under
notional limits is designed to promote Framework are consistent with the sections 6(c) and 17(b) of the Act for an
the prompt and accurate clearance and requirements of the Act. Specifically, exemption from sections 17(a)(1) and
settlement of securities transactions, the proposed changes would amend and (a)(2) of the Act, and under section
derivatives agreements, contracts, and formalize the process in which Clearing 12(d)(1)(J) of the Act for an exemption
transactions consistent with the Members are sanctioned for failure to from sections 12(d)(1)(A) and (B) of the
requirements of Section 17A(b)(3)(F), comply with the price submission Act.
and also finds that the proposed rule process. Specifically, the proposed rule APPLICANTS: Nationwide Fund Advisors
change provides for the equitable change will set forth the process under (the ‘‘Adviser’’), ETF Series Solutions
allocation of reasonable fees, dues and which ICE Clear Europe will provide (the ‘‘Trust’’), and Quasar Distributors,
other charges among its participants, notice to Clearing Members of its LLC (the ‘‘Distributor’’).
consistent with Section 17A(b)(3)(D) of allegation(s) of their failures to meet the SUMMARY OF APPLICATION: Applicants
the Act. price submission requirements, methods request an order (‘‘Order’’) that permits:
Regarding the changes to the EOD in which the Clearing Members can (a) Actively managed series of certain
Price Discovery Policy that provide for respond or object, and the sanctions that open-end management investment
validation of models supporting the will be imposed for failures to meet the companies to issue shares (‘‘Shares’’)
end-of-day price discovery process and price submission requirements. The redeemable in large aggregations only
for review of the EOD Price Discovery Commission finds that the formalization (‘‘Creation Units’’); (b) secondary market
Policy by the Board, the Commission of this process in ICE Clear Europe’s transactions in Shares to occur at the
believes that the proposed changes are Price Submission Disciplinary next-determined net asset value plus or
consistent with Section 17A(b)(3)(F) of Framework is consistent with the minus a market-determined premium or
the Act, Rule 17Ad–22(e)(3)(i), and Rule requirement of Section 17A(b)(3)(G) of discount that may vary during the
17Ad–22(e)(6)(vii). By requiring an the Act that the rules of a clearing trading day; (c) certain series to pay
independent validation of models used agency provide that its participants redemption proceeds, under certain
to support the EOD Price Discovery shall be appropriately disciplined for circumstances, more than seven days
Policy, ICE Clear Europe will be better violations of any provision of the from the tender of Shares for
able to ensure that the end-of-day clearing agency’s rules by sanction; and redemption; (d) certain affiliated
pricing models are appropriately that Clearing Members will be duly persons of the series to deposit
designed and provide reliable results in informed regarding such discipline, securities into, and receive securities
the end-of-day pricing process. consistent with Section 17A(b)(5)(A) of from, the series in connection with the
Additionally, with the requirement that the Act. purchase and redemption of Creation
the EOD Price Discovery Policy be Units; (e) certain registered management
reviewed at least annually by the CDS IV. Conclusion investment companies and unit
Risk Committee, and ICE Clear Europe It is therefore ordered pursuant to investment trusts outside of the same
Board and separately requiring that Section 19(b)(2) of the Act that he group of investment companies as the
material changes be approved by ICE proposed rule change (SR–ICEEU–2017– series to acquire Shares; and (f) certain
Clear Europe’s Board, with the advice of 006) be, and hereby is, approved.24 series to create and redeem Shares in
both the CDS and Board Risk kind in a master-feeder structure. The
Committees, the proposed rule changes For the Commission by the Division of Order would incorporate by reference
Trading and Markets, pursuant to delegated
will provide for more substantial terms and conditions of a previous order
authority.25
involvement in the ongoing granting the same relief sought by
Robert W. Errett,
management of, and review of changes applicants, as that order may be
to, the end-of-day pricing processes by Deputy Secretary. amended from time to time (‘‘Reference
those responsible for ICE Clear Europe’s [FR Doc. 2017–13897 Filed 6–30–17; 8:45 am] Order’’).1
risk governance. Thus, the Commission BILLING CODE 8011–01–P FILING DATE: The application was filed
believes that the proposed rule change on June 7, 2017.
will result in more consistent oversight HEARING OR NOTIFICATION OF HEARING: An
and improvement of the EOD Price SECURITIES AND EXCHANGE
order granting the requested relief will
Discovery Policy and the underlying COMMISSION
be issued unless the Commission orders
models and processes related thereto. [Investment Company Act Release No. a hearing. Interested persons may
The Commission therefore finds that the 32712; 812–14783] request a hearing by writing to the
proposed rule change is designed to Commission’s Secretary and serving
promote the prompt and accurate Nationwide Fund Advisors, et al. applicants with a copy of the request,
clearance and settlement of securities personally or by mail. Hearing requests
June 27, 2017.
sradovich on DSK3GMQ082PROD with NOTICES

transactions, derivatives agreements, should be received by the Commission
contracts, and transactions, consistent AGENCY:Securities and Exchange
Commission (‘‘Commission’’). by 5:30 p.m. on July 24, 2017, and
with the requirements of Section should be accompanied by proof of
17A(b)(3)(F), and also is consistent with 24 In approving the proposed rule change, the service on applicants, in the form of an
the requirements of Rule 17Ad– Commission considered the proposal’s impact on
22(e)(3)(i) regarding periodic review and efficiency, competition, and capital formation. 15 1 Eaton Vance Management, et al., Investment
U.S.C. 78c(f). Company Act Rel. Nos. 31333 (Nov. 6, 2014)
23 Notice, 82 FR at 22359. 25 17 CFR 200.30–3(a)(12). (notice) and 31361 (Dec. 2, 2014) (order).

VerDate Sep<11>2014 17:53 Jun 30, 2017 Jkt 241001 PO 00000 Frm 00105 Fmt 4703 Sfmt 4703 E:\FR\FM\03JYN1.SGM 03JYN1
Document Created: 2018-11-14 10:19:04
Document Modified: 2018-11-14 10:19:04
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 June 7, 2017.
Contact		Courtney S. Thornton, Senior Counsel, at (202) 551-6812, or Robert H. Shapiro, Branch Chief, at (202) 551- 6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 30920