47272 Federal Register / Vol. 82, No. 195 / Wednesday, October 11, 2017 / Notices 

31See, Securities Act Release No. 9251 (August 8, 

2011), 76 FR 49698 (August 11, 2011). 32 17 CFR 200.30–3(a)(12). 

and Index Fund Shares.31 Thus, the 

Commission has recognized that it is 

appropriate to create different listing 

standards for different categories of 

companies and that such differences do 

not preclude the Commission from 

finding those securities are Covered 

Securities. 

Nasdaq notes that it is not proposing 

to reduce the shareholder requirement 

for operating companies listed on the 

Nasdaq Capital Market. The proposed 

change affects only the separate listing 

requirements for Acquisition 

Companies, which were adopted 

because Nasdaq viewed Acquisition 

Companies as presenting different risks 

than operating companies and created 

listing requirements designed to address 

those risks. Similarly, and as described 

above, just as Nasdaq believes 

Acquisition Companies have unique 

risks, other facets of their structure and 

the requirements of Nasdaq’s rules for 

Acquisition Companies minimize the 

need for a shareholder requirement. As 

described above, the Commission has 

previously concluded that categories of 

securities differing from common stock 

of operating companies can be Covered 

Securities, even though such securities 

are subject to lower listing 

requirements. Nasdaq believes that, 

here, the earlier decision to regulate 

Acquisition Companies listed on the 

Capital Market under the quantitative 

requirements of the Rule 5500 Series 

should not preclude the decision now to 

adopt a lower minimum shareholder 

requirement for Acquisition Companies, 

which are a unique category of 

securities, nor should it affect the 

designation of securities listed on the 

Capital Market as Covered Securities so 

long as the other investor protection 

requirements of the Act are satisfied. As 

described above, Nasdaq believes such 

investor protection requirements are 

satisfied. Moreover, preventing Nasdaq 

from making this change for the Capital 

Market would create the perverse, anticompetitive result that the Named 

Markets (including the Nasdaq Global 

Market) would be allowed to make this 

change, or any change, but that the 

markets identified in Rule 146(b) could 

never innovate and could only copy the 

changes made by the Named Markets 

[sic]. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. While the 

rule may permit more Acquisition 

Companies to list, or remain listed, on 

Nasdaq, other exchanges could adopt 

similar rules to compete for such 

listings. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the Exchange consents, 

the Commission shall: (a) By order 

approve or disapprove such proposed 

rule change, or (b) institute proceedings 

to determine whether the proposed rule 

change should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2017–087 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2017–087. This 

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 Web site (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 Web site 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 such 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2017–087 and should be 

submitted on or before November 1, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21814 Filed 10–10–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32853; 812–14817] 

Whitford Asset Management, LLC, et 

al. 

October 4, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

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 only 

(‘‘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, 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 195 / Wednesday, October 11, 2017 / Notices 47273 

1Applicants request that the order apply to 

Volshares Large Cap ETF, a new series of the Trust, 

and any additional series of the Trust and any other 

open-end management investment company or 

series thereof (each, included in the term ‘‘Fund’’), 

each of which will operate as an ETF and will track 

a specified index comprised of domestic or foreign 

equity and/or fixed income securities (each, an 

‘‘Underlying Index’’). Each Fund will (a) be advised 

by the Initial Adviser or an entity controlling, 

controlled by, or under common control with the 

Initial Adviser or its successor (each, an ‘‘Adviser’’) 

and (b) comply with the terms and conditions of the 

application. 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. 

2Each Self-Indexing Fund will post on its Web 

site 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. 

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; and 

(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. 

APPLICANTS: Whitford Asset 

Management LLC (the ‘‘Initial 

Adviser’’), a Delaware limited liability 

company that is registered as an 

investment adviser under the 

Investment Advisers Act of 1940, ETF 

Series Solutions (the ‘‘Trust’’), a 

Delaware statutory trust registered 

under the Act as an open-end 

management investment company with 

multiple series, and Quasar Distributors, 

LLC (the ‘‘Distributor’’), a Delaware 

limited liability company and brokerdealer registered under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’). 

FILING DATE: The application was filed 

on August 25, 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 October 30, 2017, 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: Whitford Asset 

Management LLC, 43 Leopard Road, 

Suite 201, Paoli, Pennsylvania 19301; 

ETF Series Solutions, 615 East Michigan 

Street, 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. 

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 only. 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 

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. 

2. Each Fund will hold investment 

positions selected to correspond 

generally to the performance of an 

Underlying Index. In the case of SelfIndexing Funds, an affiliated person, as 

defined in section 2(a)(3) of the Act 

(‘‘Affiliated Person’’), or an affiliated 

person of an Affiliated Person (‘‘SecondTier 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 compile, create, sponsor or 

maintain the Underlying Index.2

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 only. 

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, 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
47274 Federal Register / Vol. 82, No. 195 / Wednesday, October 11, 2017 / Notices 

3The 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 

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. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(ii). 

4 17 CFR 240.19b–4(f)(2). 

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. 

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. 2017–21811 Filed 10–10–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81801; File No. SR–FINRA– 

2017–030] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating to the Review 

Charges for Communications Filed 

With or Submitted to FINRA 

October 3, 2017. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 26, 2017, Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by FINRA. FINRA 

has designated the proposed rule change 

as ‘‘establishing or changing a due, fee 

or other charge’’ under Section 

19(b)(3)(A)(ii) of the Act 3 and Rule 19b– 

4(f)(2) thereunder,4 which renders the 

proposal effective upon receipt of this 

filing by the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing to amend Section 

13 of Schedule A to the FINRA By-Laws 

(‘‘Section 13’’) governing the review 

charges for communications filed with 

or submitted to FINRA’s Advertising 

Regulation Department (the 

‘‘Department’’) to account for upcoming 

technological changes that will allow 

Web sites to be filed in native format. 

Below is the text of the proposed rule 

change. Proposed new language is in 

italics; proposed deletions are in 

brackets. 

* * * * * 

Schedule A to the By-Laws of the 

Corporation 

* * * * * 

Section 13—Review Charge for 

Communications Filed or Submitted 

There shall be a review charge for 

each and every communication, 

whether in printed, video or other form, 

filed with or submitted to FINRA, 

except for items that are filed or 

submitted in response to a written 

request from FINRA’s Advertising 

Regulation Department (‘‘the 

Department’’) issued pursuant to the 

spot check procedures set forth in 

FINRA rules, as follows: (1) For printed 

or Web site material reviewed, $125.00, 

plus $10.00 for each printed page or 

Web page reviewed in excess of 10 

pages; and (2) for video or audio media, 

$125.00, plus $10.00 per minute for 

each minute of tape reviewed in excess 

of 10 minutes. 

Where a member requests expedited 

review of material submitted to the 

Department there shall be a review 

charge of $600.00 per item plus $50.00 

for each printed page or Web page 

reviewed in excess of 10 pages. 

Expedited review shall be completed 

within three business days, not 

including the date the item is received 

by the Department, unless a shorter or 

longer period is agreed to by the 

Department. The Department may, in its 

sole discretion, refuse requests for 

expedited review. 

* * * * * 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

FINRA included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 


asabaliauskas on DSKBBXCHB2PROD with NOTICES