83_FR_50932 83 FR 50737 - Vident Advisory, LLC et al.

83 FR 50737 - Vident Advisory, LLC et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 195 (October 9, 2018)

Page Range50737-50738
FR Document2018-21874

Federal Register, Volume 83 Issue 195 (Tuesday, October 9, 2018) 
[Federal Register Volume 83, Number 195 (Tuesday, October 9, 2018)]
[Notices]
[Pages 50737-50738]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-21874]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33263; 812-14923]


Vident Advisory, LLC et al.

October 3, 2018.
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 permit (a) index-
based series of certain open-end management investment companies 
(``Funds'') to issue shares redeemable in large aggregations 
(``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; (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; and (f) certain Funds to 
issue Shares in less than Creation Unit size to investors participating 
in a distribution reinvestment program.

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 Vident Advisory, LLC (the ``Initial 
Adviser''), a Delaware limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940.

Filing Dates: The application was filed on June 22, 2018.

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 October 29, 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, Securities and Exchange Commission, 100 F Street 
NE, Washington, DC 20549-1090; Applicants: Vident Advisory, LLC, 300 
Colonial Center Parkway, Suite 330, Roswell, GA 30076 and ETF Series 
Solutions, 615 E. Michigan Street, Milwaukee, WI 53202.

FOR FURTHER INFORMATION CONTACT: Rachel Loko, Senior Counsel, at (202) 
551-6883, or Aaron Gilbride, Branch Chief, at (202) 551-6906 (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. 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. 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

[[Page 50738]]

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 any series of the 
Trust and any other open-end management investment company or series 
thereof (``Funds''), each of which will operate as an ETF, and will 
track a specified index comprised of domestic and/or foreign equity 
securities and/or domestic and/or foreign 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 such entity and any 
successor thereto, an ``Adviser'') and (b) comply with the terms and 
conditions of the application. For purposes of the requested order, 
a ``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.
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    2. Each Fund will hold investment positions selected to correspond 
closely 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 create the Underlying Index.\2\
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    \2\ Each Self-Indexing Fund will post on its website 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.
    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.
    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. 2018-21874 Filed 10-5-18; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 83, No. 195 / Tuesday, October 9, 2018 / Notices 50737 decisions, and to deter possible SECURITIES AND EXCHANGE personally or by mail. Hearing requests wrongdoers from seeking employment COMMISSION should be received by the Commission in the securities industry. Partners, by 5:30 p.m. on October 29, 2018, and [Investment Company Act Release No. directors, officers, and employees of should be accompanied by proof of 33263; 812–14923] exchanges, brokers, dealers, transfer service on applicants, in the form of an agents, and clearing agencies are Vident Advisory, LLC et al. affidavit, or for lawyers, a certificate of included. service. Pursuant to rule 0–5 under the October 3, 2018. Act, hearing requests should state the The Commission staff estimates that AGENCY: Securities and Exchange nature of the writer’s interest, any facts approximately 4,480 respondents will Commission (‘‘Commission’’). bearing upon the desirability of a submit an aggregate total 289,780 new ACTION: Notice. hearing on the matter, the reason for the fingerprint cards each year or request, and the issues contested. approximately 65 fingerprint cards per Notice of an application for an order Persons who wish to be notified of a year per registrant. The staff estimates under section 6(c) of the Investment hearing may request notification by that the average number of hours Company Act of 1940 (the ‘‘Act’’) for an writing to the Commission’s Secretary. necessary to complete a fingerprint card exemption from sections 2(a)(32), ADDRESSES: Secretary, Securities and is one-half hour. Thus, the total 5(a)(1), 22(d), and 22(e) of the Act and Exchange Commission, 100 F Street NE, estimated annual burden is 144,890 rule 22c–1 under the Act, under Washington, DC 20549–1090; hours for all respondents (289,780 times sections 6(c) and 17(b) of the Act for an Applicants: Vident Advisory, LLC, 300 one-half hour). The average internal exemption from sections 17(a)(1) and Colonial Center Parkway, Suite 330, labor cost of compliance per hour is 17(a)(2) of the Act, and under section Roswell, GA 30076 and ETF Series approximately $283. Therefore, the total 12(d)(1)(J) for an exemption from Solutions, 615 E. Michigan Street, estimated annual internal labor cost of sections 12(d)(1)(A) and 12(d)(1)(B) of Milwaukee, WI 53202. compliance for all respondents is the Act. The requested order would FOR FURTHER INFORMATION CONTACT: permit (a) index-based series of certain Rachel Loko, Senior Counsel, at (202) $41,003,870 (144,890 times $283). open-end management investment 551–6883, or Aaron Gilbride, Branch Written comments are invited on: (a) companies (‘‘Funds’’) to issue shares Chief, at (202) 551–6906 (Division of Whether the proposed collection of redeemable in large aggregations Investment Management, Chief information is necessary for the proper (‘‘Creation Units’’); (b) secondary market Counsel’s Office). performance of the functions of the transactions in Fund shares to occur at SUPPLEMENTARY INFORMATION: The Commission, including whether the negotiated market prices rather than at following is a summary of the information shall have practical utility; net asset value (‘‘NAV’’); (c) certain application. The complete application (b) the accuracy of the Commission’s Funds to pay redemption proceeds, may be obtained via the Commission’s estimates of the burden of the proposed under certain circumstances, more than website by searching for the file collection of information; (c) ways to seven days after the tender of shares for number, or for an applicant using the enhance the quality, utility, and clarity redemption; (d) certain affiliated Company name box, at http:// of the information to be collected; and persons of a Fund to deposit securities www.sec.gov/search/search.htm or by (d) ways to minimize the burden of the into, and receive securities from, the calling (202) 551–8090. collection of information on Fund in connection with the purchase and redemption of Creation Units; (e) Summary of the Application respondents, including through the use of automated collection techniques or certain registered management 1. Applicants request an order that other forms of information technology. investment companies and unit would allow Funds to operate as index investment trusts outside of the same exchange traded funds (‘‘ETFs’’).1 Fund Consideration will be given to group of investment companies as the shares will be purchased and redeemed comments and suggestions submitted in Funds (‘‘Funds of Funds’’) to acquire at their NAV in Creation Units. All writing within 60 days of this shares of the Funds; and (f) certain orders to purchase Creation Units and publication. Funds to issue Shares in less than all redemption requests will be placed The Commission may not conduct or Creation Unit size to investors by or through an ‘‘Authorized sponsor a collection of information participating in a distribution Participant,’’ which will have signed a unless it displays a currently valid OMB reinvestment program. participant agreement with the control number. No person shall be APPLICANTS: ETF Series Solutions (the Distributor. Shares will be listed and subject to any penalty for failing to ‘‘Trust’’), a Delaware statutory trust traded individually on a national comply with a collection of information registered under the Act as an open-end securities exchange, where share prices subject to the PRA that does not display management investment company with 1 Applicants request that the order apply to any a valid OMB control number. Please multiple series and Vident Advisory, series of the Trust and any other open-end direct your written comments to: LLC (the ‘‘Initial Adviser’’), a Delaware management investment company or series thereof Charles Riddle, Acting Director/Chief limited liability company registered as (‘‘Funds’’), each of which will operate as an ETF, Information Officer, Securities and an investment adviser under the and will track a specified index comprised of Investment Advisers Act of 1940. domestic and/or foreign equity securities and/or Exchange Commission, c/o Candace domestic and/or foreign fixed income securities Kenner, 100 F Street NE, Washington, FILING DATES: The application was filed (each, an ‘‘Underlying Index’’). Any Fund will (a) DC 20549; or send an email to: PRA_ on June 22, 2018. be advised by the Initial Adviser or an entity amozie on DSK3GDR082PROD with NOTICES1 controlling, controlled by, or under common Mailbox@sec.gov. HEARING OR NOTIFICATION OF HEARING: An control with the Initial Adviser (each such entity Dated: October 3, 2018. order granting the requested relief will and any successor thereto, an ‘‘Adviser’’) and (b) be issued unless the Commission orders comply with the terms and conditions of the Eduardo A. Aleman, application. For purposes of the requested order, a a hearing. Interested persons may Assistant Secretary. ‘‘successor’’ is limited to an entity or entities that request a hearing by writing to the result from a reorganization into another [FR Doc. 2018–21834 Filed 10–5–18; 8:45 am] Commission’s Secretary and serving jurisdiction or a change in the type of business BILLING CODE 8011–01–P applicants with a copy of the request, organization. VerDate Sep<11>2014 19:13 Oct 05, 2018 Jkt 247001 PO 00000 Frm 00107 Fmt 4703 Sfmt 4703 E:\FR\FM\09OCN1.SGM 09OCN1

50738 Federal Register / Vol. 83, No. 195 / Tuesday, October 9, 2018 / Notices will be based on the current bid/offer transactions in shares will not lead to transactions with the Fund of Funds.3 market. Any order granting the discrimination or preferential treatment The purchase of Creation Units by a requested relief would be subject to the among purchasers. Finally, applicants Fund of Funds directly from a Fund will terms and conditions stated in the represent that share market prices will be accomplished in accordance with the application. be disciplined by arbitrage policies of the Fund of Funds and will 2. Each Fund will hold investment opportunities, which should prevent be based on the NAVs of the Funds. positions selected to correspond closely shares from trading at a material 9. Section 6(c) of the Act permits the to the performance of an Underlying discount or premium from NAV. Commission to exempt any persons or Index. In the case of Self-Indexing transactions from any provision of the 6. With respect to Funds that effect Funds, an affiliated person, as defined Act if such exemption is necessary or creations and redemptions of Creation in section 2(a)(3) of the Act (‘‘Affiliated appropriate in the public interest and Units in kind and that are based on Person’’), or an affiliated person of an consistent with the protection of certain Underlying Indexes that include Affiliated Person (‘‘Second-Tier investors and the purposes fairly foreign securities, applicants request Affiliate’’), of the Trust or a Fund, of the intended by the policy and provisions of relief from the requirement imposed by Adviser, of any sub-adviser to or the Act. Section 12(d)(1)(J) of the Act section 22(e) in order to allow such promoter of a Fund, or of the Distributor provides that the Commission may Funds to pay redemption proceeds will create the Underlying Index.2 exempt any person, security, or within fifteen calendar days following 3. Shares will be purchased and transaction, or any class or classes of the tender of Creation Units for redeemed in Creation Units and persons, securities, or transactions, from redemption. Applicants assert that the generally on an in-kind basis. Except any provision of section 12(d)(1) if the requested relief would not be where the purchase or redemption will exemption is consistent with the public inconsistent with the spirit and intent of include cash under the limited interest and the protection of investors. section 22(e) to prevent unreasonable, circumstances specified in the Section 17(b) of the Act authorizes the undisclosed or unforeseen delays in the application, purchasers will be required Commission to grant an order actual payment of redemption proceeds. to purchase Creation Units by permitting a transaction otherwise depositing specified instruments 7. Applicants request an exemption to prohibited by section 17(a) if it finds (‘‘Deposit Instruments’’), and permit Funds of Funds to acquire Fund that (a) the terms of the proposed shareholders redeeming their shares shares beyond the limits of section transaction are fair and reasonable and will receive specified instruments 12(d)(1)(A) of the Act; and the Funds, do not involve overreaching on the part (‘‘Redemption Instruments’’). The and any principal underwriter for the of any person concerned; (b) the Deposit Instruments and the Funds, and/or any broker or dealer proposed transaction is consistent with Redemption Instruments will each registered under the Exchange Act, to the policies of each registered correspond pro rata to the positions in sell shares to Funds of Funds beyond investment company involved; and (c) the Fund’s portfolio (including cash the limits of section 12(d)(1)(B) of the the proposed transaction is consistent positions) except as specified in the Act. The application’s terms and with the general purposes of the Act. application. conditions are designed to, among other things, help prevent any potential (i) For the Commission, by the Division of 4. Because shares will not be Investment Management, under delegated individually redeemable, applicants undue influence over a Fund through authority. request an exemption from section control or voting power, or in Eduardo A. Aleman, 5(a)(1) and section 2(a)(32) of the Act connection with certain services, transactions, and underwritings, (ii) Assistant Secretary. that would permit the Funds to register as open-end management investment excessive layering of fees, and (iii) [FR Doc. 2018–21874 Filed 10–5–18; 8:45 am] companies and issue shares that are overly complex fund structures, which BILLING CODE 8011–01–P redeemable in Creation Units. are the concerns underlying the limits 5. Applicants also request an in sections 12(d)(1)(A) and (B) of the exemption from section 22(d) of the Act Act. SECURITIES AND EXCHANGE and rule 22c–1 under the Act as COMMISSION 8. Applicants request an exemption secondary market trading in shares will from sections 17(a)(1) and 17(a)(2) of the Sunshine Act Meetings take place at negotiated prices, not at a Act to permit persons that are Affiliated current offering price described in a Persons, or Second Tier Affiliates, of the TIME AND DATE: Notice is hereby given, Fund’s prospectus, and not at a price Funds, solely by virtue of certain pursuant to the provisions of the based on NAV. Applicants state that (a) ownership interests, to effectuate Government in the Sunshine Act, Public secondary market trading in shares does purchases and redemptions in-kind. The Law 94–409, the Securities and not involve a Fund as a party and will deposit procedures for in-kind Exchange Commission will hold an not result in dilution of an investment purchases of Creation Units and the Open Meeting on Thursday, October 11, in shares, and (b) to the extent different redemption procedures for in-kind 2018 at 1:00 p.m. prices exist during a given trading day, redemptions of Creation Units will be PLACE: The meeting will be held in or from day to day, such variances occur the same for all purchases and Auditorium LL–002 at the as a result of third-party market forces, redemptions, and Deposit Instruments such as supply and demand. Therefore, and Redemption Instruments will be 3 The requested relief would apply to direct sales applicants assert that secondary market valued in the same manner as those of shares in Creation Units by a Fund to a Fund of amozie on DSK3GDR082PROD with NOTICES1 investment positions currently held by Funds and redemptions of those shares. Applicants, 2 Each Self-Indexing Fund will post on its website moreover, are not seeking relief from section 17(a) the identities and quantities of the investment the Funds. Applicants also seek relief for, and the requested relief will not apply to, positions that will form the basis for the Fund’s from the prohibitions on affiliated transactions where a Fund could be deemed an calculation of its NAV at the end of the day. transactions in section 17(a) to permit a Affiliated Person, or a Second-Tier Affiliate, of a Applicants believe that requiring Self-Indexing Fund to sell its shares to and redeem its Fund of Funds because an Adviser or an entity Funds to maintain full portfolio transparency will controlling, controlled by or under common control help address, together with other protections, shares from a Fund of Funds, and to with an Adviser provides investment advisory conflicts of interest with respect to such Funds. engage in the accompanying in-kind services to that Fund of Funds. VerDate Sep<11>2014 19:13 Oct 05, 2018 Jkt 247001 PO 00000 Frm 00108 Fmt 4703 Sfmt 4703 E:\FR\FM\09OCN1.SGM 09OCN1


Document Created: 2018-10-06 00:58:46
Document Modified: 2018-10-06 00:58:46
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
DatesThe application was filed on June 22, 2018.
ContactRachel Loko, Senior Counsel, at (202) 551-6883, or Aaron Gilbride, Branch Chief, at (202) 551-6906 (Division of Investment Management, Chief Counsel's Office).
FR Citation83 FR 50737 
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