Federal Register / Vol. 83, No. 137 / Tuesday, July 17, 2018 / Notices 33285 

30 17 CFR 200.30–3(a)(12). 

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. 

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’’). 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2018–050 and 

should be submitted on or before 

August 7, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–15177 Filed 7–16–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33159; 812–14829] 

TriLine Index Solutions, 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 TriLine Index 

Solutions, 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 October 4, 2017 and amended on 

May 2, 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 TriLine Index Solutions, LLC, 8117 

Preston Road, Suite 260, Dallas, TX 

75225. 

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 Trust’s 

Pickens Oil Response 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 

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 


daltland on DSKBBV9HB2PROD with NOTICES
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