33286 Federal Register / Vol. 83, No. 137 / Tuesday, July 17, 2018 / Notices 

3The requested relief will not extend to any subadviser, 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 SubAdviser’’). 

4For 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. 

1Applicants 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. 

recommend the removal or replacement 

of 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 ‘‘SubAdvisory 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-Adviser; (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. 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 SubAdvisers 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. 2018–15174 Filed 7–16–18; 8:45 am] 

BILLING CODE 8011–01–P 

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 subadvisers 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 


daltland on DSKBBV9HB2PROD with NOTICES
Federal Register / Vol. 83, No. 137 / Tuesday, July 17, 2018 / Notices 33287 

2As 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 SubAdvisers’’), 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’’). 

3The requested relief will not extend to any subadviser, 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 SubAdviser’’). 

4For 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. 

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 SubAdvisers and their performance and 

recommend the removal or replacement 

of 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 ‘‘SubAdvisory 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. 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 SubAdvisers 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 

DEPARTMENT OF STATE 

[Public Notice: 10464] 

Notice of Renewal of the Charter of the 

International Telecommunication 

Advisory Committee (ITAC) 

This notice announces the renewal of 

the Charter for the International 

Telecommunication Advisory 

Committees (ITAC). In accordance with 

the provisions of the Federal Advisory 

Committee Act (Pub. L. 92–463, 5 U.S.C. 

Appendix) and the general authority of 

the Secretary of State and the 

Department of State set forth in Title 22 

of the United States code, in particular 

Sections 2656 and 2707, the charter of 

the International Telecommunication 

Advisory Committee has been renewed 

for another two years. The ITAC 

consists of members of the 

telecommunications industry, ranging 

from network operators and service 

providers to equipment vendors, 

members of academia, members of civil 

society, and officials of interested 

government agencies. The ITAC 

provides views and advice to the 

Department of State on positions on 

international telecommunications and 

information policy matters. This advice 

has been a major factor in ensuring that 

the United States was well prepared to 

participate effectively in the 

international telecommunications and 

information policy arena, including the 

International Telecommunication Union 

(ITU), the Organization of American 

States Inter-American 

Telecommunication Commission 

(CITEL), the Organization for Economic 

Cooperation and Development (OECD), 

the Asia Pacific Economic Cooperation 

Forum Telecommunications and 

Information Working Group, and other 

international bodies addressing 

communication and information policy 

issues. 

FOR FURTHER INFORMATION CONTACT: 

Please contact Franz Zichy at 202–647– 

5778, zichyfj@state.gov. 

Stephan A. Lang, 

Acting Director, Multilateral Affairs, Cyber 

and International Communications and 

Information Policy, U.S. Department of State. 

[FR Doc. 2018–15258 Filed 7–16–18; 8:45 am] 

BILLING CODE 4710–07–P 

DEPARTMENT OF TRANSPORTATION 

Federal Highway Administration 

Notice of Public Meeting: National 

Dialogue on Highway Automation 

AGENCY: Federal Highway 

Administration (FHWA), U.S. 

Department of Transportation (DOT). 

ACTION: Notice of public meetings. 

SUMMARY: The FHWA is holding a 

National Dialogue on Highway 

Automation through a series of public 

meetings across the country to seek 

input on the integration of automated 

vehicles on the Nation’s roadways. The 

objectives of the public meetings are: (1) 

To engage with a diverse group of 

stakeholders to understand key issues 

regarding automated vehicles and their 

implications for the roadway 

infrastructure; and (2) to gather input on 

highway automation to help inform 

FHWA research, policy, and programs. 

The public meetings will have 


daltland on DSKBBV9HB2PROD with NOTICES