83 FR 33286 - SL Advisors, LLC and ETF Series Solutions

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 137 (July 17, 2018)

Page Range		33286-33287
FR Document		2018-15173
Federal Register, Volume 83 Issue 137 (Tuesday, July 17, 2018)
[Federal Register Volume 83, Number 137 (Tuesday, July 17, 2018)]
[Notices]
[Pages 33286-33287]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-15173]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33158; 812-14828]


SL Advisors, LLC and ETF Series Solutions

July 11, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

-----------------------------------------------------------------------

    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers.

APPLICANTS: ETF Series Solutions (the ``Trust''), a Delaware statutory 
trust registered under the Act as an open-end management investment 
company with multiple series, and SL Advisors, LLC (the ``Initial 
Adviser''), a New Jersey limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940.

FILING DATES: The application was filed on October 2, 2017 and amended 
on May 3, 2018.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
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 August 3, 2018, 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, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090. Applicants: ETF Series Solutions, 
615 E Michigan Street, Milwaukee, WI 53202, and SL Advisors, LLC, 210 
Elmer Street, Westfield, NJ 07090-2128.

FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at 
(202) 551-6817, or Kaitlin C. Bottock, Branch Chief, at (202) 551-6825 
(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 website 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. The Initial Adviser is the investment adviser to the American 
Energy Independence ETF (``Initial Fund'') pursuant to an investment 
management agreement with the Trust (``Investment Management 
Agreement'').\1\ Under the terms of the Investment Management 
Agreement, the Adviser, subject to the supervision of

[[Page 33287]]

the board of trustees of the Trust (``Board''), provides continuous 
investment management of the assets of each Subadvised Fund. Consistent 
with the terms of the Investment Management Agreement, the Adviser may, 
subject to the approval of the Board, delegate portfolio management 
responsibilities of all or a portion of the assets of a Subadvised Fund 
to one or more Sub-Advisers.\2\ The Adviser will continue to have 
overall responsibility for the management and investment of the assets 
of each Subadvised Fund. The Adviser will evaluate, select, and 
recommend Sub-Advisers to manage the assets of a Subadvised Fund and 
will oversee, monitor and review the Sub-Advisers and their performance 
and recommend the removal or replacement of Sub-Advisers.
---------------------------------------------------------------------------

    \1\ Applicants request relief with respect to the Initial Fund, 
as well as to any future series of the Trust and any other existing 
or future registered open-end management investment company or 
series thereof that, in each case, is advised by the Initial Adviser 
or any entity controlling, controlled by, or under common control 
with, the Initial Adviser or its successors (each, also an 
``Adviser''), uses the multi-manager structure described in the 
application, and complies with the terms and conditions set forth in 
the application (each, a ``Subadvised Fund''). For purposes of the 
requested order, ``successor'' is limited to an entity that results 
from a reorganization into another jurisdiction or a change in the 
type of business organization. Future Subadvised Funds may be 
operated as a master-feeder structure pursuant to section 
12(d)(1)(E) of the Act. In such a structure, certain series of the 
Trust (each, a ``Feeder Fund'') may invest substantially all of 
their assets in a Subadvised Fund (a ``Master Fund'') pursuant to 
section 12(d)(1)(E) of the Act. No Feeder Fund will engage any sub-
advisers other than through approving the engagement of one or more 
of the Master Fund's sub-advisers.
    \2\ As used herein, a ``Sub-Adviser'' for a Subadvised Fund is 
(1) an indirect or direct ``wholly owned subsidiary'' (as such term 
is defined in the Act) of the Adviser for that Subadvised Fund, or 
(2) a sister company of the Adviser for that Subadvised Fund that is 
an indirect or direct ``wholly-owned subsidiary'' of the same 
company that, indirectly or directly, wholly owns the Adviser (each 
of (1) and (2) a ``Wholly-Owned Sub-Adviser'' and collectively, the 
``Wholly-Owned Sub-Advisers''), or (3) not an ``affiliated person'' 
(as such term is defined in section 2(a)(3) of the Act) of the 
Subadvised Fund, any Feeder Fund invested in a Master Fund, the 
Trust, or the Adviser, except to the extent that an affiliation 
arises solely because the Sub-Adviser serves as a sub-adviser to a 
Subadvised Fund (``Non-Affiliated Sub-Advisers'').
---------------------------------------------------------------------------

    2. Applicants request an order to permit the Adviser, subject to 
the approval of the Board, to enter into investment sub-advisory 
agreements with the Sub-Advisers (each, a ``Sub-Advisory Agreement'') 
and materially amend such Sub-Advisory Agreements without obtaining the 
shareholder approval required under section 15(a) of the Act and rule 
18f-2 under the Act.\3\ Applicants also seek an exemption from the 
Disclosure Requirements to permit a Subadvised Fund to disclose (as 
both a dollar amount and a percentage of the Subadvised Fund's net 
assets): (a) The aggregate fees paid to the Adviser and any Wholly-
Owned Sub-Advisers; (b) the aggregate fees paid to Non-Affiliated Sub-
Advisers; and (c) the fee paid to each Affiliated Sub-Adviser 
(collectively, Aggregate Fee Disclosure'').\4\
---------------------------------------------------------------------------

    \3\ The requested relief will not extend to any sub-adviser, 
other than a Wholly-Owned Sub-Adviser, who is an affiliated person, 
as defined in section 2(a)(3) of the Act, of the Subadvised Fund, of 
any Feeder Fund, or of the Adviser, other than by reason of serving 
as a sub-adviser to one or more of the Subadvised Funds 
(``Affiliated Sub-Adviser'').
    \4\ For any Subadvised Fund that is a Master Fund, the relief 
would also permit any Feeder Fund invested in that Master Fund to 
disclose Aggregate Fee Disclosure.
---------------------------------------------------------------------------

    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Funds' shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Funds' shareholders.
    4. Section 6(c) 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 provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Investment 
Management Agreements will remain subject to shareholder approval, 
while the role of the Sub-Advisers is substantially equivalent to that 
of individual portfolio managers, so that requiring shareholder 
approval of Sub-Advisory Agreements would impose unnecessary delays and 
expenses on the Subadvised Funds. Applicants believe that the requested 
relief from the Disclosure Requirements meets this standard because it 
will improve the Adviser's ability to negotiate fees paid to the Sub-
Advisers that are more advantageous for the Subadvised Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-15173 Filed 7-16-18; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 83, No. 137 / Tuesday, July 17, 2018 / Notices 33287

the board of trustees of the Trust 3. Applicants agree that any order the International Telecommunication
(‘‘Board’’), provides continuous granting the requested relief will be Advisory Committee has been renewed
investment management of the assets of subject to the terms and conditions for another two years. The ITAC
each Subadvised Fund. Consistent with stated in the application. Such terms consists of members of the
the terms of the Investment and conditions provide for, among other telecommunications industry, ranging
Management Agreement, the Adviser safeguards, appropriate disclosure to from network operators and service
may, subject to the approval of the Subadvised Funds’ shareholders and providers to equipment vendors,
Board, delegate portfolio management notification about sub-advisory changes members of academia, members of civil
responsibilities of all or a portion of the and enhanced Board oversight to protect society, and officials of interested
assets of a Subadvised Fund to one or the interests of the Subadvised Funds’ government agencies. The ITAC
more Sub-Advisers.2 The Adviser will shareholders. provides views and advice to the
continue to have overall responsibility 4. Section 6(c) of the Act provides that Department of State on positions on
for the management and investment of the Commission may exempt any international telecommunications and
the assets of each Subadvised Fund. The person, security, or transaction or any information policy matters. This advice
Adviser will evaluate, select, and class or classes of persons, securities, or has been a major factor in ensuring that
recommend Sub-Advisers to manage the transactions from any provisions of the the United States was well prepared to
assets of a Subadvised Fund and will Act, or any rule thereunder, if such participate effectively in the
oversee, monitor and review the Sub- relief is necessary or appropriate in the international telecommunications and
Advisers and their performance and public interest and consistent with the information policy arena, including the
recommend the removal or replacement protection of investors and purposes International Telecommunication Union
of Sub-Advisers. fairly intended by the policy and (ITU), the Organization of American
provisions of the Act. Applicants States Inter-American
2. Applicants request an order to believe that the requested relief meets Telecommunication Commission
permit the Adviser, subject to the this standard because, as further (CITEL), the Organization for Economic
approval of the Board, to enter into explained in the application, the Cooperation and Development (OECD),
investment sub-advisory agreements Investment Management Agreements the Asia Pacific Economic Cooperation
with the Sub-Advisers (each, a ‘‘Sub- will remain subject to shareholder Forum Telecommunications and
Advisory Agreement’’) and materially approval, while the role of the Sub- Information Working Group, and other
amend such Sub-Advisory Agreements Advisers is substantially equivalent to international bodies addressing
without obtaining the shareholder that of individual portfolio managers, so communication and information policy
approval required under section 15(a) of that requiring shareholder approval of issues.
the Act and rule 18f–2 under the Act.3 Sub-Advisory Agreements would FOR FURTHER INFORMATION CONTACT:
Applicants also seek an exemption from impose unnecessary delays and Please contact Franz Zichy at 202–647–
the Disclosure Requirements to permit a expenses on the Subadvised Funds. 5778, zichyfj@state.gov.
Subadvised Fund to disclose (as both a Applicants believe that the requested
dollar amount and a percentage of the Stephan A. Lang,
relief from the Disclosure Requirements Acting Director, Multilateral Affairs, Cyber
Subadvised Fund’s net assets): (a) The meets this standard because it will
aggregate fees paid to the Adviser and and International Communications and
improve the Adviser’s ability to Information Policy, U.S. Department of State.
any Wholly-Owned Sub-Advisers; (b) negotiate fees paid to the Sub-Advisers
the aggregate fees paid to Non-Affiliated [FR Doc. 2018–15258 Filed 7–16–18; 8:45 am]
that are more advantageous for the
Sub-Advisers; and (c) the fee paid to Subadvised Funds.
BILLING CODE 4710–07–P
each Affiliated Sub-Adviser
(collectively, Aggregate Fee For the Commission, by the Division of
Disclosure’’).4 Investment Management, under delegated DEPARTMENT OF TRANSPORTATION
authority.
2 As used herein, a ‘‘Sub-Adviser’’ for a
Eduardo A. Aleman, Federal Highway Administration
Subadvised Fund is (1) an indirect or direct Assistant Secretary.
‘‘wholly owned subsidiary’’ (as such term is defined [FR Doc. 2018–15173 Filed 7–16–18; 8:45 am] Notice of Public Meeting: National
in the Act) of the Adviser for that Subadvised Fund,
BILLING CODE 8011–01–P
Dialogue on Highway Automation
or (2) a sister company of the Adviser for that
Subadvised Fund that is an indirect or direct AGENCY: Federal Highway
‘‘wholly-owned subsidiary’’ of the same company Administration (FHWA), U.S.
that, indirectly or directly, wholly owns the Adviser DEPARTMENT OF STATE Department of Transportation (DOT).
(each of (1) and (2) a ‘‘Wholly-Owned Sub-Adviser’’
and collectively, the ‘‘Wholly-Owned Sub- [Public Notice: 10464] ACTION: Notice of public meetings.
Advisers’’), or (3) not an ‘‘affiliated person’’ (as such
term is defined in section 2(a)(3) of the Act) of the SUMMARY: The FHWA is holding a
Notice of Renewal of the Charter of the
Subadvised Fund, any Feeder Fund invested in a National Dialogue on Highway
Master Fund, the Trust, or the Adviser, except to International Telecommunication
Automation through a series of public
the extent that an affiliation arises solely because Advisory Committee (ITAC)
the Sub-Adviser serves as a sub-adviser to a
meetings across the country to seek
Subadvised Fund (‘‘Non-Affiliated Sub-Advisers’’). This notice announces the renewal of input on the integration of automated
3 The requested relief will not extend to any sub- the Charter for the International vehicles on the Nation’s roadways. The
adviser, other than a Wholly-Owned Sub-Adviser, Telecommunication Advisory objectives of the public meetings are: (1)
who is an affiliated person, as defined in section Committees (ITAC). In accordance with To engage with a diverse group of
daltland on DSKBBV9HB2PROD with NOTICES

2(a)(3) of the Act, of the Subadvised Fund, of any
Feeder Fund, or of the Adviser, other than by the provisions of the Federal Advisory stakeholders to understand key issues
reason of serving as a sub-adviser to one or more Committee Act (Pub. L. 92–463, 5 U.S.C. regarding automated vehicles and their
of the Subadvised Funds (‘‘Affiliated Sub- Appendix) and the general authority of implications for the roadway
Adviser’’). the Secretary of State and the infrastructure; and (2) to gather input on
4 For any Subadvised Fund that is a Master Fund,

the relief would also permit any Feeder Fund
Department of State set forth in Title 22 highway automation to help inform
invested in that Master Fund to disclose Aggregate of the United States code, in particular FHWA research, policy, and programs.
Fee Disclosure. Sections 2656 and 2707, the charter of The public meetings will have

VerDate Sep<11>2014 17:07 Jul 16, 2018 Jkt 244001 PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 E:\FR\FM\17JYN1.SGM 17JYN1
Document Created: 2018-07-17 01:39:09
Document Modified: 2018-07-17 01:39:09
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 October 2, 2017 and amended on May 3, 2018.
Contact		Bruce R. MacNeil, Senior Counsel, at (202) 551-6817, or Kaitlin C. Bottock, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation		83 FR 33286